Anthony Foxx
Director at MLM
Board
About Anthony R. Foxx
Anthony R. Foxx is a non-employee director of Martin Marietta Materials, Inc., serving on the Board since 2020. He is 53 years old (2025 proxy) and previously served as U.S. Secretary of Transportation (2013–2017), Mayor of Charlotte, NC (2009–2013), and Chief Policy Officer and advisor to the CEO at Lyft (Oct 2018–Jan 2022). He holds a B.A. from Davidson College and a J.D. from New York University School of Law. His disclosed board skills include legal/compliance and corporate governance expertise; leadership and regulatory experience; and perspectives on diversity and corporate citizenship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | 17th U.S. Secretary of Transportation | 2013–2017 | Led an agency of 55,000+ employees and ~$70B budget; oversight of safety, efficiency, and regulatory matters |
| City of Charlotte, North Carolina | Mayor | 2009–2013 | Executive leadership and governance of a major U.S. city |
| Lyft, Inc. | Chief Policy Officer and advisor to the CEO | Oct 2018–Jan 2022 | Corporate policy, regulatory, and governance advisory responsibilities |
External Roles
| Company | Role | Start | Committees/Notes |
|---|---|---|---|
| CDW Corporation (NASDAQ: CDW) | Independent Director | Jan 2021 | Audit Committee; Nominating & Governance Committee |
| NXP Semiconductors (NASDAQ: NXPI) | Independent Director | May 2021 | Independent director (committee roles not specified in MLM proxy) |
Board Governance
| Dimension | Detail |
|---|---|
| Board service | Director since 2020 |
| Current committee roles (MLM) | Finance Committee Chair (members: Anthony R. Foxx (Chair), Laree E. Perez, Thomas H. Pike) |
| Prior committee roles (MLM) | Finance Committee member; Ethics, Environment, Safety and Health (EESH) Committee member (per 2024 proxy) |
| Committee responsibilities (Finance) | Oversight of financial affairs; capital structure changes (debt, equity, buybacks, dividends); capital expenditure review; oversight of political contributions/lobbying; reviews charitable contributions/community support |
| Attendance | Finance Committee: 100% average attendance in 2024 (4 meetings); 100% average attendance in 2023 (4 meetings) |
| Related-party oversight | Audit Committee reviews and oversees related party transactions (committee-level responsibility) |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors and executive officers |
Fixed Compensation
Director compensation at MLM combines cash retainers and stock-based awards set by the Board upon recommendation of the Management Development & Compensation Committee, which uses an independent compensation consultant.
| Cash Fee Schedule ($) | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer | 120,000 | 125,000 |
| Audit Committee chair retainer (add’l) | 20,000 | 20,000 |
| Mgmt Development & Compensation Committee chair retainer (add’l) | 20,000 | 20,000 |
| Finance Committee chair retainer (add’l) | 15,000 | 15,000 |
| Nominating & Corporate Governance chair retainer (add’l) | 15,000 | 15,000 |
| EESH Committee chair retainer (add’l) | 15,000 | 15,000 |
| Audit Committee member retainer (add’l) | 5,000 | 5,000 |
| Lead Independent Director retainer (add’l) | 30,250 | 35,000 |
| Anthony R. Foxx – Director Compensation ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 120,000 | 135,000 |
| Stock Awards (grant-date fair value) | 145,006 | 170,435 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | 12,808 | 16,162 |
| All Other Compensation (incl. dividend equivalents on units) | 4,524 | 5,885 |
| Total | 282,338 | 327,482 |
Notes:
- Non-employee directors did not receive perquisites or personal benefits in 2023 or 2024 .
Performance Compensation
| Equity Awards | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (value) | $145,000; 362 RSUs, granted following May 2023 AGM | $170,000; 293 RSUs, granted following May 2024 AGM |
| Vesting/settlement | RSUs fully vested upon grant; directors must defer at least 50% until retirement; remaining may be settled promptly in shares | RSUs fully vested upon grant; directors must defer at least 50% until retirement; remaining may be settled promptly in shares |
Performance metrics: None disclosed for director equity; awards are time-based (fully vested at grant), not tied to operating or TSR targets .
Other Directorships & Interlocks
| Company | Overlap/Relationship to MLM | Interlock risk |
|---|---|---|
| CDW Corporation | Technology solutions provider; no related-party transaction disclosed in MLM proxy excerpts | None indicated in MLM proxy excerpts |
| NXP Semiconductors | Semiconductor company; no related-party transaction disclosed in MLM proxy excerpts | None indicated in MLM proxy excerpts |
Expertise & Qualifications
- Legal, compliance, and corporate governance expertise .
- Leadership with government/regulatory complexity (USDOT Secretary; Mayor) .
- Exposure to technology, mobility, and policy via Lyft .
- Adds perspective on diversity and corporate citizenship .
Equity Ownership
Beneficial ownership of MLM common stock (as reported in proxies):
| Holder | Mar 6, 2023 | Mar 7, 2024 | Mar 7, 2025 |
|---|---|---|---|
| Anthony R. Foxx – Shares Beneficially Owned | 1,339 | 1,701 | 1,994 |
| Notes | Includes RSUs/director units per footnote; none pledged | Includes RSUs/director units per footnote; none pledged | Includes RSUs/director units per footnote; none pledged |
RSUs/Units held (director-level holdings as of year-end):
| Holder | Dec 31, 2023 RSUs Held | Dec 31, 2024 RSUs Held |
|---|---|---|
| Anthony R. Foxx | 1,701 | 1,994 |
Ownership policies and restrictions:
- Stock ownership guidelines for directors: 5× annual cash retainer; company states all directors are in compliance .
- Anti-hedging and anti-pledging policy applies to all directors and executive officers .
- None of the reported shares for directors/executives were pledged as of March 7, 2025 .
Governance Assessment
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Strengths
- Finance Committee leadership: Ascension to Chair in 2025 positions Foxx at the center of capital structure, capex, and political/lobbying oversight; committee posted 100% attendance in 2023 and 2024, signaling strong engagement .
- Clean alignment features: Director equity is in RSUs with mandatory deferral (≥50% until retirement); no perquisites; anti-hedging/pledging prohibition; no options outstanding for directors; company has not issued options since 2015 .
- Ownership policy compliance: Directors (including Foxx) reported as compliant with robust 5× retainer guideline; no pledging reported .
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Watch items
- Multiple public boards (MLM, CDW, NXPI) increase time commitments; however, committee attendance at MLM has been 100% at the committee level where he serves, mitigating near-term engagement concerns .
- Related-party exposure: Audit Committee is charged with oversight, and EESH monitors conflicts; no Foxx-specific related-party transactions are indicated in the provided proxy excerpts—continue monitoring annual “Certain Relationships and Related Transactions” disclosures .
-
Overall view
- Foxx brings material regulatory and governance expertise, is active in financially consequential committee work, and aligns with shareholders via RSU deferrals and ownership policies. No red flags emerged in the disclosed materials (attendance, perquisites, pledging, option repricing), supporting investor confidence in board effectiveness and oversight quality .