It is my pleasure to invite you to attend Martin Marietta’s 2024 Annual Meeting of Shareholders on Thursday, May 16, 2024. This document provides some of the highlights of our key actions and important decisions in 2023, as well as information about our financial and other performance. Please review this Proxy Statement and the 2023 Annual Report for more information about these topics.

Record 2023 Financial Performance

In 2023 Martin Marietta delivered another year of strong financial results marking twelve years of consecutive profit growth reflecting the continued success of our commercial and operational excellence efforts, value-over-volume strategy, active portfolio management and disciplined capital allocation. Our double-digit pricing growth in 2023 across nearly all product lines continues to yield higher margins, profits and cash flows. We grew aggregates gross profit per ton by 46% to $6.93 and achieved 41% growth of diluted earnings per share (EPS) from continuing operations to $19.32. We increased our dividend 12% in August 2023 (the Company’s eighth-consecutive year of increasing the dividend) and, collectively with share repurchases, we returned $324 million to shareholders. Our cumulative Total Shareholder Return (TSR) over the past 14 years is 558%. These significant accomplishments underscore the durability of our business and our strategic plan. Martin Marietta has built a long-lasting and resilient business that is poised to continue to outperform in the near-, medium- and long-term.

We established our ambition to be Net Zero by 2050 across our entire value chain.

We submitted our commitment letter to the Science Based Targets initiative (SBTi) and have started gathering Scope 3 emissions data for purposes evaluating those emissions against SBTi’s target threshold in accordance with SBTi procedures.

We submitted additional responses and information to Climate Action 100+ including our Net Zero GHG emissions ambition by 2050, a long-term GHG reduction target, and a comprehensive roadmap to decarbonization.

We submitted responses to the CDP Climate and Water surveys scoring a C on both and setting a baseline for future improvements.

We designed a new Political Contributions and Lobbying web page responsive to the CPA-Zicklin scorecard resulting in a 77.1 point increase in our CPA-Zicklin scores from a 10.0 in 2022 to an 87.1 in 2023, which is in the index’s top quartile. In addition, the Company was recognized as one of the nine Most Improved Companies This Year.

We progressed on our activities relating to several employee resource groups (ERGs), including our Women Who Build resource group, a Military & Veterans Community and a multicultural ERG called MERGE.

25

FOR

Annual Meeting of Shareholders

When:

Thursday, May 16, 2024, 8:00 a.m. ET

Place:

4123 Parklake Avenue, Raleigh, NC 27612

(our principal executive offices)

Who Can Vote:

Shareholders of record at the close of business on March 7, 2024

39

FOR

89

FOR

Date of Availability:

This Notice, Proxy Statement, the Proxy Card, and the Notice of Meeting are being sent commencing on approximately April 15, 2024 to shareholders of record at the close of business on March 7, 2024.

Your vote is important. You may vote in person at the 2024 Annual Meeting of Shareholders (Annual Meeting) or submit a proxy over the internet. If you have received a paper copy of the Proxy Card (or if you request a paper copy of the materials), you may submit a proxy by telephone or by mail.

Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed Proxy Card and mail it promptly in the enclosed stamped envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option.

If you submit your proxy by telephone or over the internet, you do not need to return your Proxy Card by mail.

Sincerely,

Roselyn R. Bar

Executive Vice President, General Counsel

and Corporate Secretary

Martin Marietta Materials, Inc.

Raleigh, North Carolina

April 15, 2024

How to Vote:

It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods.

Via the internet

www.voteproxy.com

By Telephone

1-800-PROXIES (1-800-776-9437) in the United States or

1-718-921-8500 from outside the United States

By Mail

Sign, date and mail your proxy card in the envelope provided

In Person

Attend the Annual Meeting and vote by ballot

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders: The Proxy Statement and Annual Report on Form 10-K are available at https://ir.martinmarietta.com/reports-filings/annual-reports-and-proxies.

Election of 10 Directors

The Board recommends a vote FOR each of the Directors

Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Auditors for 2024

The Board recommends a vote FOR ratification of PricewaterhouseCoopers for 2024

Advisory Vote to Approve the Compensation of our Named Executive Officers

The Board recommends a vote FOR our Say-On-Pay proposal

World-Class Safety

We are committed to our Guardian Angel safety culture where Zero is Possible, and achieved a world-class lost-time incident rate (LTIR) for the seventh-consecutive year (0.13 in 2023). With a company-wide Total Injury Incident Rate (TIIR) of 0.78, we exceeded the world-class rate of 0.90 for the third-consecutive year.

Record Financial Performance

We achieved record financial performance in 2023

Dollar amounts and adjusted EBITDA margin metrics represent records and are based on continuing operations only.

Net Leverage is as of December 31, 2023.

Execution of Strategic Plan

Our strategic plan, inclusive of targeted platform and bolt-on acquisitions, has resulted in best-in-class short- and long-term shareholder returns and has given us a meaningful presence in ten of the 11 U.S. megaregions, large networks of metropolitan population centers covering thousands of square miles.

Creation of Long-Term Value

Our accomplishments in 2023 and execution of our strategic plan have helped position the Company for continued long-term success and are a testament to our team’s commitment to Martin Marietta’s vision and strategic priorities

Commitment to Sustainability

Sustainability is part of our culture, including operating in an environmentally responsible manner

2050 Net Zero ambition with strong 2030 commitments

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

Strategy

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

Resilience

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

Collaboration

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

Facilities in most source categories subject to the United States Environmental Protection Agency’s (USEPA’s) Greenhouse Gas Reporting Program (codified at 40 CFR Part 98), including cement production, began reporting emissions in 2010. Thus, we believe 2010 is a year with reliable and comparable data across a wide range of facilities in the U.S. Our Scope 1 CO₂e emissions intensity associated with our cement operations in 2010 was 0.836. Notably, when we announced our 2030 emissions reduction targets in 2019, as described above, we took into account that we have been investing heavily over the past decade to reduce our cement and magnesia emissions, which is reflected in our favorable CO₂e intensity performance relative to the U.S. cement industry average. We also believe this has allowed us to achieve significant environmental benefits from reduced emissions well ahead of many other operators in the industry and will position us not only to achieve our targets but to be in a good position to evaluate additional actions in the future.

•  Provides oversight of sustainability issues for the Company.

•  Receives a report from each of the Committees on its work relating to sustainability matters.

•  Engages in strategic review and risk assessments which also includes management’s sustainability goals, our performance relating to sustainability and our engagement with investors with regard to sustainability matters.

•  Established in 1994 and meets at least four times annually.

•  Comprised wholly of independent directors, whose members are diverse and have relevant expertise to provide appropriate oversight in helping us achieve sustainable growth and reduce our risks.

•  Reviews our Sustainability Report and our sustainability performance commitments and goals, including those relating to climate change, as well as capital investments and improved practices that reduce greenhouse gas (GHG) and other emissions.

•  Reviews the input we have received from, and our engagement with, investors on climate, sustainability and other ESG matters.

•  Monitors our safety performance, Ethics Office activity and compliance with environmental, health and safety laws and regulations, as well as our public reporting and disclosure with respect to climate change-related risks and opportunities and other environmental issues.

•  Has the authority to investigate any matter falling within its purview.

•  Reviews matters relating to human capital management, diversity, equity and inclusion (DEI), talent acquisition and retention, and compensation matters related thereto.

•  Reviews management’s performance with regard to its sustainability goals and considers those achievements in determining incentive pay.

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

•  Reviews large capital projects relating to sustainability and growth.

•  Oversees our policies and practices relating to political contributions and political activities, including lobbying and/or trade associations of which we are a member, and expenditures.

•  Reviews and approves charitable contributions and community support budgets.

•  Oversees the development and implementation of a set of corporate governance principles applicable to Martin Marietta

•  Oversees the review and implementation of best practices in corporate governance matters affecting the Board, its Committees and the Company.

•  The Chair 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

^○  Safety teams

^○  Environmental managers

Our Board is accountable to our shareholders

•  Annual election of Directors

•  Majority voting for uncontested Director elections

•  Proxy access right for shareholders

•  No poison pill

•  Disclosure of governance processes implemented by the Board and its committees

Our Board is responsive to our shareholders and is proactive to understand their perspectives

•  Proactive, year-round engagement with shareholders

•  Engagement topics include Board refreshment, environmental, social and governance (ESG) matters, management compensation, and Board and management diversity

Our shareholders are entitled to voting rights in proportion to their economic interest

•  One class of voting stock

•  One share, one vote standard

Our Board adopted practices that enhance its effectiveness

•  9 of 10 Directors are independent

•  4 of our Director Nominees are women comprising 44% of our independent directors and nominees

•  2 of our Directors are ethnically diverse

•  Significant Board refreshment with 8 new director nominees in the past 9 years

•  Directors reflect a diverse mix of skills and experience

•  Annual Board, committee and individual self-assessments

•  Board access to management and employees

•  Overboarding, anti-hedging and stock ownership policies

Our Board has strong, independent leadership

•  Independent Lead Director

•  Annual review of Board leadership structure

•  Independent chairs of Board committees

•  Only one Director is a Company employee

Our Board has developed a management compensation structure that is aligned with the long-term strategy of the company

•  Compensation programs reviewed to include short-and long-term goals tied to the long-range plan and to attract, retain, incentivize and reward excellent performance

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

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

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

8.5 years

The average tenure of our Director Nominees is 8.5 years

Identification of diverse Board candidates

Meaningful refreshment

Rotation of Board committee assignments based on experience and expertise

Robust onboarding

Tenure and overboarding guidelines

Our Board refreshment has resulted in a decrease of the Board’s average tenure, with a greater mix of Directors with long-term knowledge of the Company, its strategy, opportunities and challenges, and those with new perspectives

We hold in-person and/or virtual meetings with investor groups across the globe

›  Company strategy, including acquisitions and divestitures

›  Financial and operating performance

›  Commercial and operational excellence goals

›  Safety, environment and sustainability

›  Inclusion and engagement efforts

›  Board oversight, refreshment and diversity

›  Executive compensation

We conduct quarterly conference calls with analysts

We engage with investors continually through meetings, calls, written correspondence, and emails

We report investor feedback to the Management Development and Compensation Committee and the Board to assist in aligning pay and performance

We implemented a formal Fall Engagement Program

Shareholder Feedback

(“What We Heard”)

Action

(“What We Did”)

Impact of Action

(“Why This is Important”)

Short Term Incentive

(STI)

In light of shareholder feedback and our lower than usual Say On Pay approval, a formulaic program was adopted for 2023 STI awards with the following features:

•  80% is based on achievement of financial metrics (50% Adjusted Cash Gross Profit and 30% SG&A as a Percentage of Total Revenue)

•  20% is based on achievement of safety and ESG metrics

•  An assessment of individual performance may provide for an adjustment of +/-20%

✓  Provides a strong link between pay and performance

✓  Reduces discretion

✓  Improves disclosure

In addition to disclosure of targets, the Threshold and Maximum goals are also disclosed.

✓  Improves disclosure

✓  Provides greater comparability

Recognized that disclosure of forward-looking performance metrics is competitively sensitive and satisfied with disclosure at vesting.

✓  Balances disclosure needs of shareholders with the risk of competitive harm through disclosure of forward-looking performance metrics

The elimination of the excise tax gross-up in executive officers’ Employment Protection Agreements

The elimination of the walk-right and value of perks in the severance calculation in executive officers’ Employment Protection Agreements

The elimination of the single-trigger vesting for equity awards beginning in 2019

Majority voting standard for uncontested Director elections

Longstanding active shareholder engagement

Annual Sustainability Report that provides information on our environmental footprint, safety record and community engagement

•  Created a new position to better focus on these important issues

•  Our Board committees review the Company’s goals and accomplishments with regard to sustainability

Annual advisory vote to ratify independent auditor

Completed a companywide inclusion and engagement awareness communications campaign to help managers and employees understand the criticality of inclusion and engagement and how inclusion and engagement are already ingrained in Martin Marietta’s culture and values. The campaign highlighted that ensuring we maintain an inclusive and engaging culture will enhance the Company’s competitive advantage.

Successfully launched Martin Marietta’s first three Employee Resource Groups:

-  Military and Veterans Community (MVC)

-  Women Who Build (WWB)

-  MERGE (a Multi-Cultural ERG)

Created and filled a new Employee Engagement Manager position to support companywide inclusion and engagement programs.

the ability of the prospective nominee to represent the interests of the shareholders of the Company;

the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;

the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of their duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Guidelines;

the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and

the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and the communities in which it operates.

Demographics and Background

Age

Gender

African American/Black

Hispanic

White

Tenure

Qualification & Experience

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 of 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 the Company’s growth

Technology

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

Board Refreshment Elements

Review of Board Candidates

The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and time to make a significant contribution to the Board, the Company and its shareholders. The Corporate Governance Guidelines list criteria against which candidates may be assessed. In addition, the Nominating and Corporate Governance Committee considers, among other things:

•  input from the Board’s self-assessment process to prioritize areas of expertise that were identified;

•  investor feedback and perceptions;

•  the candidates’ skills and competencies to ensure they are aligned with the Company’s future strategic challenges and opportunities; and

•  the needs of the Board in light of recent and anticipated Board vacancies.

During the process of identifying and selecting director nominees, the Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full Board. The Bylaws provide that the size of the Board may range from 9 to 11 members.

Director candidates also may be identified by shareholders and will be evaluated under the same criteria applied to other director nominees and considered by the Nominating and Corporate Governance Committee. Information on the process and requirements for shareholder nominees may be found in our Bylaws on the Company’s website at https://ir.martinmarietta.com/corporate-governance/governance-documents-and-charters.

Board Assignments

Refreshment

Annual Performance Assessment

Onboarding and Education

Tenure Guidelines

Mandatory

Retirement Age

Employment Change

Director

Dorothy M. Ables

Financial Expert

Yes

✓

Chair

Sue W. Cole

Anthony R. Foxx

John J. Koraleski

Lead Independent Director Financial Expert

Yes

✓

✓

Chair

C. Howard Nye*

Laree E. Perez

Financial Expert

Yes

✓

✓

Thomas H. Pike

Michael J. Quillen

Donald W. Slager

David C. Wajsgras

Financial Expert

Yes

Chair

Current Members:

David C. Wajsgras (Chair)

Dorothy M. Ables

John J. Koraleski

Laree E. Perez

Primary Responsibilities:

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

•  Reviews our annual audited financial statements and related disclosures.

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

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

•  Reviews the effectiveness of the independent audit effort.

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

•  Reviews our interim financial results for each fiscal quarter.

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

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

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

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

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

•  Reviews and oversees related party transactions.

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

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

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

•  Prepares the annual Audit Committee Report to be included in the Proxy Statement.

Other Governance Matters:

All members of the Audit Committee, including the Chair, are audit committee financial experts under applicable U.S. Securities and Exchange Commission (SEC) regulations.

The Chair of the Audit Committee is an independent Director.

The Chair of the Audit Committee has experience serving as a Chair and member of other public company audit committees.

All members satisfy the audit committee experience and independence standards required by the New York Stock Exchange (NYSE).

Meetings in 2023

4

Average Attendance in 2023:

100%

Current Members:

Dorothy M. Ables (Chair)

Sue W. Cole

Anthony R. Foxx

Primary Responsibilities:

•  Monitors compliance with our Code of Ethical Business Conduct and reviews all matters presented to it by the Corporate Ethics Officer concerning the ethical practices of Martin Marietta and its Directors, officers, and employees, including conflicts or potential conflicts of interest between Martin Marietta and any of its Directors, officers, and employees.

•  Reviews and discusses our sustainability efforts, goals and risks, and our annual Sustainability Report.

•  Reviews and monitors the adequacy of our policies and procedures and organizational structure for ensuring compliance with environmental laws and regulations.

•  Reviews matters relating to our health and safety programs and performance.

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

•  Oversees environmental performance, initiatives and results, including annual and long-term targets and commitments.

•  Reviews the Company’s strategy, programs, initiatives and performance with respect to climate change and other sustainability matters.

Meetings in 2023

4

Average Attendance
in 2023:

100%

Current Members:

Michael J. Quillen (Chair)

Anthony R. Foxx

Thomas H. Pike

Donald W. Slager

Primary Responsibilities:

•  Provides general oversight relating to the management of our financial affairs.

•  Reviews and approves establishment of lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis.

•  Reviews and makes recommendations to the Board concerning changes to capital structure, including the incurrence of long-term debt, issuance of equity securities, share repurchases, and the payment of dividends, as well as capital expenditures.

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

•  Oversees our policies and practices on political contributions, including those contained in our Code of Ethical Business Conduct, and reviews our political activities, including lobbying and/or through trade associations of which we are a member, and expenditures, and ensure that any such activities are consistent with and serve to promote our business strategy and goals.

•  Reviews and approves charitable contributions and community support budgets.

Meetings in 2023

4

Average Attendance
in 2023:

100%

Current Members:

John J. Koraleski (Chair)

Thomas H. Pike

Michael J. Quillen

David C. Wajsgras

Primary Responsibilities:

•  Establishes an overall strategy with respect to compensation for officers and management to enable Martin Marietta to attract and retain qualified employees.

•  Reviews and oversees executive succession and management development plans.

•  Reviews and approves management’s assessment of the performance of executive officers, and reviews and approves the salary, incentive compensation, and other compensation of such officers.

•  Approves and administers our equity and other plans relating to compensation of Martin Marietta’s directors and executive officers.

•  Reviews and discusses the Compensation Discussion and Analysis and produces a compensation committee report as required by the SEC to be included in this Proxy Statement.

•  Provides oversight of our Benefit Plan Committee, which administers Martin Marietta’s defined benefit and contribution plans.

•  Reviews and approves the goals and objectives for the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation.

•  Makes recommendations to the Board on changes in the compensation of non-employee directors.

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

•  Has the authority, in its sole discretion, to retain, pay, and terminate any consulting firm, if any, used to assist in evaluating director, CEO, or senior executive compensation.

•  Reviews matters relating to human capital management, diversity, equity and inclusion (DEI), talent acquisition and retention, and compensation matters related thereto.

Other Governance Matters:

All members are non-employee, independent Directors as required by the rules of the NYSE, the Martin Marietta Guidelines for Director’s Independence, applicable rules of the SEC, and the Committee’s charter.

Meetings in 2023

4

Average Attendance
in 2023:

100%

Current Members:

Donald W. Slager (Chair)

Sue W. Cole

Laree E. Perez

Primary Responsibilities:

•  Develops criteria for nominating and appointing directors, including Board size and composition, corporate governance policies, and individual director expertise, attributes and skills.

•  Recommends to the Board the individuals to be nominated as directors.

•  Recommends to the Board the appointees to be selected for service on the Board Committees.

•  Oversees an annual review of the performance of the Board and each Committee.

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

•  Oversees the development and implementation of a set of corporate governance principles applicable to Martin Marietta.

Other Governance Matters:

All members are non-employee, independent Directors as required by the rules of the NYSE.

Upon recommendation of this Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for Martin Marietta. The Guidelines are posted and available for public viewing on our website at https://ir.martinmarietta.com/corporate-governance. A copy may also be obtained upon request from Martin Marietta’s Corporate Secretary.

Meetings in 2023

3

Average Attendance in 2023:

100%

 Proposal 1: 

Election of Directors

DOROTHY M.
ABLES

Director Since: 2018

Age: 66

Committees:

Chair

Key attributes, experience and skills:

•  More than nine years of C-Suite experience

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

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

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

SUE W.

COLE

Director Since: 2002

Age: 73

Committees:

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

ANTHONY R.
FOXX

Director Since: 2020

Age: 52

Committees:

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

JOHN J.
KORALESKI

Director Since: 2016

Age: 73

Lead Independent
Director

Committees:

Chair

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

MARY T.
MACK

Director Since: N/A

Age: 61

Ms. Mack is the retired Chief Executive Officer (CEO) of Consumer and Small Business Banking (CSBB) for Wells Fargo & Company, a leading financial services company (NYSE: WFC). In her role leading CSBB, Ms. Mack oversaw Branch Banking, Small Business Banking, Chief Administrative Office, CSBB Marketing, Consumer Data and Engagement Platforms, Strategy and Innovation, Deposit Products, Diverse Customer Segments, Physical Distribution Strategies, and the Affluent Customer Segment. She also had accountability for CSBB Operations and CSBB Control Management functions. Ms. Mack began her banking career with Wells Fargo in 1984 and during her time with the company held numerous leadership positions, including CEO and president of Wells Fargo Advisors, LLC, one of the nation’s largest full-service retail brokerage organizations. Ms. Mack is a graduate of Davidson College with a bachelor’s degree in International Political Economy and serves on the college’s board of trustees. She is a board member of Habitat for Humanity International and a member of the Charlotte Executive Leadership Council.

Key attributes, experience and skills:

•  Significant brokerage / advisory, banking, finance and corporate and investment banking experience

•  Insight into the financial affairs, including corporate borrowings, capitalization, and liquidity

•  Expertise with respect to financial statements, corporate finance, accounting and capital markets, mergers and acquisitions, and strategic analysis

•  Deep understanding of financial management, risk management and corporate governance

C. HOWARD
NYE

Director Since: 2010

Age: 61

Committees:

Chair

Mr. Nye has served as Chair 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), the American Road & Transportation Builders Association (ARTBA), and the North Carolina Chamber. Mr. Nye is also a member of the Board of Directors and the Executive Committee 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 and semiconductors. Mr. Nye has been recognized by Forbes magazine 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

LAREE E.
PEREZ

Director Since: 2004

Age: 70

Committees:

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: 64

Committees:

Mr. Pike joined the Martin Marietta Board in July 2019 and is currently Chairman and Chief Executive Officer of Fortrea (Nasdaq: FTRE) having served in this role since Fortrea’s launch as an independent company in July 2023. Mr. Pike joined Fortrea as President and Chief Executive Officer in January 2023 during its spinoff from its parent company Labcorp (NYSE: LH). Mr. Pike has more than 30 years of leadership experience in global services, most notably in the contract research organization (CRO) industry. Previously, 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). Mr. Pike led Quintiles through a successful public offering and helped grow into a Fortune 500 company. 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. 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

DONALD W.
SLAGER

Director Since: 2016

Age: 62

Committees:

Chair

Mr. Slager was 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 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 served as a Director of Republic from 2010 until 2021. 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

DAVID C.
WAJSGRAS

Director Since: 2020

Age: 64

Committees:

Chair

Mr. Wajsgras is Chief Executive Officer of Intelsat, the foundational architects of satellite communications technology with a globalized network of integrated satellite and terrestrial communications, delivering critical broadband connectivity and media content distribution that impacts and transforms businesses and communities in more than 200 countries. He previously served as Raytheon Company (NYSE: RTN) president of the Intelligence, Information 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 and a member of the Audit Committee and Compensation Committee at 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

Cash Component Amount

Annual Board Cash retainer

Annual Audit Committee chair retainer¹

Annual Management Development and Compensation Committee chair retainer²

Annual Finance Committee chair retainer²

Annual Nominating and Corporate Governance Committee chair retainer²

Annual Ethics, Environment, Safety and Health Committee chair retainer²

Annual Audit Committee member retainer²

Annual Lead Independent Director retainer³

This is in addition to the annual retainer and the annual Audit Committee member retainer

This is in addition to the annual retainer in view of increased responsibilities

This is in addition to the annual retainer and the annual Committee chair retainers in view of increased responsibilities

Name¹

(a)

Dorothy M. Ables

Sue W. Cole

Smith W. Davis⁶

Anthony R. Foxx

John J. Koraleski

Laree E. Perez

Thomas H. Pike

Michael J. Quillen

Donald W. Slager

David C. Wajsgras

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 74.

The amounts in column (b) reflect fees earned in 2023. 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 2023 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, 0; Mr. Davis, 94 units and $33,828 value, respectively; Mr. Foxx, 0; Mr. Koraleski, 427 units and $176,417 value, respectively; Ms. Perez, 0; Mr. Pike, 293 units and $121,034 value, respectively; Mr. Quillen, 165 units and $68,183 value, respectively; Mr. Slager, 0; and Mr. Wajsgras, 354 units and $146,275 value, respectively. The number of units credited to each of the Directors as of December 31, 2023, including units accumulated under the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 13,867; Mr. Davis, 2,445; Mr. Foxx, 0; Mr. Koraleski, 3,387; Ms. Perez, 5,258; Mr. Pike, 958; Mr. Quillen, 5,295; Mr. Slager, 0; and Mr. Wajsgras, 1,494.

Each Director who was serving immediately following the 2023 Annual Meeting of Shareholder received 362 RSUs in May 2023. 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. Cole and Ms. Perez, who each received a distribution of 181 unrestricted shares of common stock and deferred the distribution of 181 RSUs until retirement. As of December 31, 2023, each Director held RSUs in the amounts as follows: Ms. Ables, 3,307; Ms. Cole, 11,519; Mr. Foxx, 1,701; Mr. Koraleski, 4,111; Ms. Perez, 10,310; Mr. Pike, 2,541; Mr. Quillen, 10,907; Mr. Slager, 4,150; and Mr. Wajsgras, 1,963. As of December 31, 2023, none of the Directors held options for common stock.

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 2023 on common stock units held under the Common Stock Purchase Plan for Directors. The non-employee Directors did not receive perquisites or other personal benefits in 2023.

Mr. Davis retired at the 2023 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement at the annual meeting of shareholders following the Director’s 75^th birthday.

Name of Beneficial Owner

Dorothy M. Ables

Roselyn R. Bar

Robert J. Cardin

Sue W. Cole

Anthony R. Foxx

John J. Koraleski

James A. J. Nickolas

Mary T. Mack

C. Howard Nye

Laree E. Perez

Michael J. Petro

Thomas H. Pike

Michael J. Quillen

Donald W. Slager

David C. Wajsgras

All Directors, nominees and executive officers as a group (17 individuals including those named above)

As to the shares reported, unless indicated otherwise, (i) beneficial ownership is direct, and (ii) the person indicated has sole voting and investment power. None of the Directors or named executive officers individually own in excess of one percent of the shares of common stock outstanding. All Directors and executive officers as a group own .68% of the shares of common stock outstanding as of March 7, 2024. None of the shares reported are pledged as security.

Amounts reported include (1) compensation paid on an annual basis that Directors have received in common stock units that are deferred pursuant to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors and (2) RSUs that each Director received in 2023 as part of their compensation. The Directors do not have voting or investment power for their respective common stock units and RSUs. The number of common stock units credited to each of the Directors pursuant to the Common Stock Purchase Plan as of March 7, 2024 is as follows: Ms. Ables, 0; Ms. Cole, 13,867; Mr. Foxx, 0; Mr. Koraleski, 3,463; Ms. Perez, 5,258; Mr. Pike, 1,010; Mr. Quillen, 5,274; Mr. Slager, 0; and Mr. Wajsgras, 1,557.

Includes an approximation of the number of shares in an IRA account.

The amounts reported include common stock units credited to each of the NEOs in connection with (i) their deferral of a portion of their cash bonus under the Martin Marietta Materials, Inc. Incentive Stock Plan, and (ii) RSUs (not including any performance-based share units (PSUs) granted under the Martin Marietta Amended and Restated Stock-Based Award Plan (the Plan) that are subject to forfeiture in accordance with the terms of the Stock Plan and are scheduled to vest within 60 days of March 7, 2024), each in the following amounts: Mr. Nye, 7,523 and 15,009, respectively; Ms. Bar, 3,007 and 3,110, respectively; Mr. Cardin, 0 and 2,720, respectively; Mr. Nickolas, 0 and 3,087, respectively; Mr. Petro, 217 and 3,885, respectively; and all Directors and executive officers as a group, 11,170 and 34,799, respectively. There are no voting rights associated with the stock units or RSUs.

Name and Address of Beneficial Owner

The Vanguard Group, Inc.¹

BlackRock, Inc.²

As reported in Schedule 13G/A reporting beneficial ownership as of December 31, 2023 filed with the SEC on February 13, 2024, indicating sole power to vote 0 shares, shared power to vote 81,795 shares, sole power to dispose of 6,903,108 shares, and shared power to dispose of 265,481 shares. The Vanguard Group, Inc.’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

As reported in Schedule 13G reporting beneficial ownership as of December 31, 2023 filed with the SEC on January 26, 2024, indicating sole power to vote 3,764,294 shares, shaed power to vote 0 shares, sole power to dispose of 4,113,718 shares, and shared power to dispose of 0 shares. BlackRock, Inc.’s address is 50 Hudson Yards, New York, New York 10001.