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Martin Marietta Materials, Inc.

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April 16, 2020

On behalf of the Martin Marietta Board of Directors and executive officers, you are cordially invited to attend Martin Marietta’s 2020 Annual Meeting of Shareholders. I am providing some of the highlights of our key actions and important decisions in 2019, as well as information about our financial performance. Please review this Proxy Statement and the 2019 Annual Report for more information about these topics.

As we issue this Proxy Statement, COVID-19 continues to create challenges and hardships, both nationally and globally. While we remain open for business and ready to meet our communities’ product and service needs, we are also committed to safeguarding the health, safety and well-being of all who our business touches. The Company’s executive leadership and Board of Directors have been closely monitoring developments related to COVID-19 and its potential impacts to our employees, customers, supply chains, and others, and proactively taking actions to responsibly prepare so that our people, facilities and business remain safe.

Continued to Deliver Strong Financial Results

2019 was another outstanding year of achievement at Martin Marietta. We delivered top-line revenue growth and translated that growth into record profitability. We outperformed our peers, the S&P 500 and the S&P 500 Materials indices over the 1-, 5- and 10-year periods ended December 31, 2019. Our shareholders saw a total return of 64% over the 1-year period. We increased our quarterly dividend 15% in August 2019, following a 9% increase in August 2018, and have returned $1.6 billion to shareholders from dividends and share repurchases since announcing a 20 million share repurchase authorization in February 2015.

Shareholder Engagement, Enhanced Corporate Governance and Refreshed Board Membership

We remained engaged with shareholders and other key stakeholders during 2019. In response to valuable feedback from shareholders, we enhanced our disclosure regarding our activities, risks and opportunities regarding sustainability and other environmental, social and governance issues. Our investor outreach in 2019 extended to 82 meetings with 189 investor groups, and conversations with most of our top 30 shareholders. We visited with our shareholders across the United States and Canada, the United Kingdom, Sweden, Belgium, the Netherlands, and France.

Election as Directors the ten (10) nominees named in the attached proxy statement, each to serve for a one-year term until 2021, and until their successors are duly elected and qualified;

2

Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for 2020;

Advisory vote to approve the compensation of our named executive officers; and

Any other business that may properly come before the meeting.

The Board of Directors unanimously recommends that you vote FOR proposals 1, 2, and 3.

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2020 PROXY STATEMENT

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2  

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Demographics

and Background

Age

62     

69     

72     

69     

57     

66     

60     

71     

58     

60     

Gender

F     

F     

M     

M     

M     

F     

M     

M     

M     

M     

Ethnic Diversity

•     

•     

Tenure

1     

18     

2     

4     

10     

16     

<1     

12     

4     

<1     

Qualifications

and Experience

Why is this important to Martin Marietta?

Corporate Governance/Legal

Ensures background and knowledge necessary to provide effective oversight and governance

Current or Former CEO of Public Company

Strong leadership skills and critical experience with demands and challenges with managing a large public organization

Financial or Accounting

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

Government Relations/

Regulatory/

Sustainability

Critical for understanding complex regulatory and governmental environment that impacts our business and our strategic goals relating to sustainability

Logistics/

Operations

Necessary in overseeing a sustainable company that relies heavily on logistics

Other Public

Boards

Adds perspective important to shareholders and public company governance

Risk Management

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

Strategy/M&A

Supports setting of long-term corporate vision, disciplined strategic development and integration to facilitate company’s growth

Technology

Important to facilitate business objectives and security of Company’s proprietary and confidential data

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  11

Review of Board Candidates

The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and time to make a significant contribution to the Board, the Company and its shareholders. The Corporate Governance Guidelines list criteria against which candidates may be judged. 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 Corporation’s website at ir.martinmarietta.com/corporate-governance.

Board Assignments

In 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 added six new directors in the past four years. Mr. Zelnak will retire at the 2020 Annual Meeting, with Mr. Wajsgras being nominated to succeed him and further refreshing the Board. At the same time, obtaining a detailed understanding of the Corporation’s business takes time. We believe that implementing term limitations may prevent the Board from taking advantage of 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 2019, 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

Continuing 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 his or her 75th birthday.

Employment Change

Directors must report to the Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee regarding any significant change in principal employment or responsibilities to assure he/she can commit the appropriate time to Board service.

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Ethics,

Environment,
    Safety and    

Health

Committee

Management
    Development    

and

Compensation
Committee

Nominating
    and Corporate    

Governance
Committee

Dorothy M. Ables

Financial Expert

Sue W. Cole

Smith W. Davis

John J. Koraleski

Financial Expert

Chair

C. Howard Nye*

Laree E. Perez

Financial Expert

Chair

Thomas H. Pike

Michael J. Quillen

Lead Independent Director

Donald W. Slager

Chair

Stephen P. Zelnak, Jr.

Chair

Number of Meetings
in 2020

7

2

0

4

4

5

Mr. Nye is the only member of management who sits on the Board.

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AUDIT COMMITTEE

Current Members:

Laree E. Perez (Chair)

Dorothy M. Ables

John J. Koraleski

Meetings in 2019:

7

Average Attendance in 2019:

100%

Primary Responsibilities:

•  Reviews our significant accounting principles, policies and practices in reporting our financial results under generally accepted accounting principles.

•  Reviews our annual audited financial statements and related disclosures.

•  Reviews management letters or internal control reports, and reviews our system of internal control over financial reporting.

•  Appoints, retains and oversees the work of the independent auditors.

•  Reviews the effectiveness of the independent audit effort.

•  Pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm.

•  Reviews our interim financial results for each fiscal quarter.

•  Reviews the qualifications and the plan and scope of work of the corporate internal audit function.

•  Reviews and discusses the reports of our internal audit group.

•  Reviews and discusses management’s assessment of the effectiveness of Martin Marietta’s system of internal control over financial reporting.

•  Discusses Martin Marietta’s earnings press releases, as well as financial information and earnings guidance provided to analysts, investors and rating agencies.

•  Discusses matters related to risk assessment and risk management and how the process is handled by management.

•  Reviews and oversees related party transactions.

•  Reviews complaints regarding accounting, internal controls or auditing matters.

•  Considers allegations of possible financial fraud or other financial improprieties.

•  Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board.

•  Prepares the annual Audit Committee Report to be included in the proxy statement.

Other Governance Matters:

All members of the Audit Committee, including the Chair, are audit committee financial experts under applicable 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).

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2020 PROXY STATEMENT

Current Members:

Smith W. Davis (Chair)

Sue W. Cole

Laree E. Perez

Stephen P. Zelnak, Jr.

Meetings in 2019:

2

Average Attendance in 2019:

100%

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.

Current Members:

Stephen P. Zelnak, Jr. (Chair)

Michael J. Quillen

Donald W. Slager

Meetings in 2019:

4

Average Attendance in 2019:

100%

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.

•  Approves our charitable contributions budget.

•  Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board.

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MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

Current Members:

John J. Koraleski (Chair)

Thomas H. Pike

Michael J. Quillen

Meetings in 2019:

4

Average Attendance in 2019:

100%

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.

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.

Current Members:

Donald W. Slager (Chair)

Sue W. Cole

Smith W. Davis

Meetings in 2019:

5

Average Attendance in 2019:

100%

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.

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2020 PROXY STATEMENT

◆DOROTHY M.

    ABLES

Director Since: 2018

Age: 62

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., a North American energy infrastructure company, 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. Ms. Ables started her career in the audit department of Peat, Marwick, Mitchell & Co.

Ms. Ables serves as an Independent Director of Cabot Oil & Gas Corporation, an independent oil and gas company, where she is Chair of the audit committee and a member of the compensation committee. 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 8 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: 69

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. 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 on the North Carolina Economic Development Board. 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

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◆SMITH W.     DAVIS

Director Since: 2018

Age: 72

Committees:

Chair

Mr. Davis is a shareholder at Greenberg Traurig, LLP, an international law firm, where he focuses his practice on both legal reform (litigation-related policy matters) across a broad range of industries and issues related to natural gas pipelines. His work with respect to pipelines has 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

◆JOHN J.

    KORALESKI

Director Since: 2016

Age: 69

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), 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

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2020 PROXY STATEMENT

◆C. HOWARD NYE

Director Since: 2010

Age: 57

Chairman of the Board

Committees:

Chair

Mr. Nye has served as Chairman of the Board since 2014, as President of Martin Marietta 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, including as Executive Vice President of its North American building materials business. 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 the National Stone, Sand & Gravel Association (NSSGA); he presently serves as Chairman of the North Carolina Chamber and as Vice Chairman 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 North Carolina Business Council of Management and Development, Inc., Co-Chair of the NC FIRST Commission (evaluating North Carolina’s current and future transportation investment needs), and as a gubernatorial appointee to the North Carolina Mining Commission. He has also served on the Alumni Boards at Duke University and Wake Forest University School of Law.

Key attributes, experience and skills:

•   Extensive knowledge of the construction aggregates 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

◆LAREE E. PEREZ

Director Since: 2004

Age: 66

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., 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

2020 PROXY STATEMENT

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◆THOMAS H.

    PIKE

Director Since: 2019

Age: 60

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 it 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 14 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

◆MICHAEL J.

    QUILLEN

Director Since: 2008

Age: 71

Lead Independent Director

Committees:

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, since 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. 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

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2020 PROXY STATEMENT

◆DONALD W.

    SLAGER

Director Since: 2016

Age: 58

Committees:

Chair

Mr. Slager serves as President and Chief Executive Officer of Republic Services, Inc. (Republic), a service provider in the non-hazardous solid waste industry, holding this position since January 2011. 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 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 15 years of C-Suite experience

•   More than 28 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 two publicly-traded board of directors

◆DAVID C.

    WAJSGRAS

Director Since: N/A

Age: 60

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. Before joining Raytheon, Mr. Wajsgras was executive vice president and CFO of Lear Corporation, an American automotive manufacturing company. Prior to joining Lear, Mr. Wajsgras was corporate controller for Engelhard Corporation, a former American Fortune 500 company that supplied catalysts. He also held numerous financial management positions with Honeywell International, Inc., an American multinational conglomerate company. Mr. Wajsgras served as the chair of the board for Raytheon Australia and was on the board for Forcepoint. He serves on the Center for a New American Security Advisory Board; the Intelligence and National Security Alliance Board of Directors; and is a member of the Massachusetts Cybersecurity Strategy Council. In 2019, Washington Exec named Mr. Wajsgras to its top 25 list of executives and recognized him as its Intelligence Industry Executive of the Year. Mr. Wajsgras has appeared on Executive Mosaic’s annual Wash 100 list of influential leaders in the government contracting arena for the last five years. 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

2020 PROXY STATEMENT

  21

22  

2020 PROXY STATEMENT

Name¹

(a)

Fees
Earned or

Paid in Cash

 ($)²

(b)

Stock
Awards

 ($)³

(c)

Change in Pension
Value and
Nonqualified
Deferred
Compensation

Earnings

 ($)⁴

(f)

All Other
Compensation

($)⁵

(g)

Total

($)

(h)

Dorothy M. Ables

125,000

130,164

       64

  2,481

257,709

Sue W. Cole

123,750

130,164

25,429

53,947

333,290

Smith W. Davis

126,000

130,164

     141

  4,625

260,930

John J. Koraleski

138,125

130,164

     416

  6,765

275,470

Laree E. Perez

145,000

130,164

12,194

30,049

317,407

Thomas H. Pike

  60,000

130,044

         5

     636

190,685

Michael J. Quillen

155,064

130,164

12,135

34,821

332,184

Dennis L. Rediker⁶

    33,250

           0

  6,576

  9,497

  49,323

Donald W. Slager

131,250

130,164

     362

  4,217

265,993

Stephen P. Zelnak, Jr.

135,000

130,164

  9,733

32,024

306,921

Mr. Nye, who is the Chief Executive Officer of Martin Marietta and a member of the Board of Directors, is not included in this table because he is not compensated separately for his service as a Director. The compensation received by Mr. Nye as an employee of Martin Marietta is shown in the Summary Compensation Table on page 57.

The amounts in column (b) reflect fees earned in 2019. Some of these fees were deferred pursuant to the Common Stock Purchase Plan for Directors in the form of common stock units. The number of units of common stock credited in 2019 to each of the Directors under the Common Stock Purchase Plan for Directors and the grant date fair value for these awards determined in accordance with FASB ASC Topic 718, are as follows: Ms. Ables, 0; Ms. Cole, 554 units and $124,165 value, respectively; Mr. Davis, 560 units and $126,691 value, respectively; Mr. Koraleski, 611 units and $138,626 value, respectively; Ms. Perez, 0; Mr. Pike, 0; Mr. Quillen, 694 units and $155,510 value, respectively; Mr. Rediker, 36 units and $6,761 value, respectively; Mr. Slager, 0; and Mr. Zelnak, 301 units and $67,864 value, respectively. The number of units credited to each of the Directors as of December 31, 2019, including units accumulated under the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 15,716; Mr. Davis, 1,023; Mr. Koraleski, 1,235; Ms. Perez, 5,258; Mr. Pike, 0; Mr. Quillen, 7,048; Mr. Slager, 0; and Mr. Zelnak, 6,831. Mr. Pike joined the Board in July 2019 and his fees were prorated.

Each Director who was serving immediately following the 2019 Annual Meeting of Shareholder received 600 RSUs in May 2019. Mr. Pike received 578 RSUs upon joining the Board in July 2019. The amounts in column (c) reflect the grant date fair value for these awards determined in accordance with FASB ASC Topic 718. The RSUs fully vested upon award and will be distributed to the Director upon retirement, except Ms. Perez and Mr. Quillen each received a distribution of 300 unrestricted shares of common stock and deferred the distribution of 300 RSUs until retirement. As of December 31, 2019, each Director held RSUs in the amounts as follows: Ms. Ables, 1,344; Ms. Cole, 10,153; Mr. Davis, 1,209; Mr. Koraleski, 2,148; Ms. Perez, 9,329; Mr. Pike, 578; Mr. Quillen, 9,329; Mr. Slager, 2,187; and Mr. Zelnak, 8,774. As of December 31, 2019, none of the Directors held options for common stock. Mr. Rediker’s RSUs were distributed upon his retirement.

The amounts in column (f) reflect interest paid on fees deferred in cash under the Common Stock Purchase Plan for Directors.

The amounts in column (g) reflect for each Director the dollar value of dividend equivalents paid in 2019 on common stock units held under the plan. The Directors did not receive perquisites or other personal benefits in 2019.

Mr. Rediker retired at the 2019 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement following the Director’s 75^th birthday.

2020 PROXY STATEMENT

  23

Name of Beneficial Owner

Amount and Nature of  

    Beneficial  Ownership¹      

Deferred and

    Restricted Units⁵    

Dorothy M. Ables

—

1,344

Roselyn R. Bar

8,464

64,538

Sue W. Cole

—

31,882

Smith W. Davis

—

2,373

Daniel L. Grant

4,132

20,293

John J. Koraleski

—

8,440

Craig M. LaTorre

9,112

9,611

James A. J. Nickolas

9,160

12,001

C. Howard Nye

43,509

177,817

Laree E. Perez

—

14,587