Donald Slager

About Donald W. Slager

Independent director of Martin Marietta Materials since 2016; age 63. Former President & CEO of Republic Services (2011–2021) and previously President & COO at Republic (2008–2011) and Allied Waste (2005–2008); EVP & COO at Allied Waste (2003–2004). He brings extensive operations, M&A integration, and logistics experience from 16+ years in C‑suite roles and 29+ years in general management; currently also serves on Eastman Chemical’s board .

Past Roles

External Roles

Board Governance

• Independence: Classified as an independent, non-employee director; listed as independent in committee rosters, and Nominating & Corporate Governance Committee explicitly comprised of independent directors .
• Committee assignments and chair roles:
  • Chair, Nominating & Corporate Governance Committee; members: Slager (Chair), Sue W. Cole, Thomas H. Pike; 2 meetings in 2024; 100% average attendance .
  • Member, Management Development & Compensation Committee (MD&C); 2025 MD&C report lists members Koraleski (Chair), Mack, Slager ; committee interlocks disclosure confirms members Koraleski, Mack, Slager, Wajsgras and no Item 404 relationships .
  • Member, Executive Committee (current members: Nye (Chair), Koraleski, Slager); Executive Committee held no meetings in 2024 .
• Attendance and engagement:
  • Board met 4 times in 2024; all directors attended 100% of Board and assigned committee meetings; all directors attended the May 2024 Annual Meeting .
  • Independent directors met in executive session at each regularly scheduled Board meeting (4 executive sessions in 2024) .
• Related-party oversight: Audit Committee processes and independence affirmed; reviews related party transactions; all Audit members are “financial experts” under SEC rules and independent under NYSE and company guidelines .

Fixed Compensation

Cash retainer schedule applicable to non-employee directors (paid quarterly, FY2024):

• Annual Board retainer: $125,000; Nominating & Corporate Governance Committee chair retainer: $15,000; Audit Committee chair retainer: $20,000; MD&C Committee chair retainer: $20,000; Finance Committee chair retainer: $15,000; Ethics, Environment, Safety & Health Committee chair retainer: $15,000; Audit Committee member retainer: $5,000; Lead Independent Director retainer: $35,000; directors reimbursed for travel; no personal aircraft use or perquisites in 2024 .

Deferred Compensation Program for Directors:

• Directors may elect to receive fees in common stock units or cash; stock units credited at 100% of FMV; minimum 3-year deferral; cash deferrals credited with interest at prime; dividend equivalents paid; units have no voting or investment power .

Performance Compensation

• Director equity is not performance-conditioned. Non-employee directors received 293 RSUs in May 2024, fully vested at grant; directors must defer at least 50% of RSUs until retirement; remaining RSUs may be settled in shares shortly after grant; no options outstanding for directors as of 12/31/2024 .

Company-wide compensation governance features (context for board oversight of MD&C):

• Robust stock ownership guidelines (5x annual retainer for directors); anti-hedging and anti-pledging policies; clawback policy implementing SEC/NYSE rules; annual say-on-pay approval in 2024 was 95% .

Other Directorships & Interlocks

MD&C Committee interlocks and insider participation: None of MD&C members (Koraleski, Mack, Slager, Wajsgras) have relationships requiring Item 404 disclosure; no executive officer–director interlocks with other companies’ compensation committees .

Expertise & Qualifications

• More than 16 years of C‑suite experience; 29+ years of general management in complex, capital-intensive, logistics businesses; extensive M&A, integration, and strategic development expertise; multi-board experience across two publicly traded companies .

Equity Ownership

Stock ownership policy and restrictions:

• Directors must hold stock equal to 5x annual cash retainer; all directors are in compliance. Hedging and pledging are prohibited; no margin purchases or pledging allowed .

Insider Trades (Form 4)

Governance Assessment

• Strengths: Independent director with deep operating and M&A experience; Chairs Nominating & Corporate Governance, directly influencing board composition and governance policies; 100% attendance; active executive sessions; robust ownership and anti-hedging/pledging policies; say-on-pay support at 95% indicates strong investor alignment .
• Alignment: Receives a balanced mix of cash and fully vested RSUs with mandatory deferral until retirement; holds RSUs/stock units with no voting rights prior distribution, avoiding control concerns; no perquisites; no shares pledged .
• Conflicts/Interlocks: MD&C membership disclosed with no Item 404 transactions; no disclosed related-party transactions; external roles (Eastman Chemical) do not indicate direct conflicts with MLM; Audit Committee monitors related-party transactions .
• Process Quality: Board and committee charters reviewed annually; formal evaluations at board/committee/individual level; clear tenure guidelines; independent director majority; executive sessions at each regular meeting .
• Red Flags: None disclosed regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies. Note: Director equity is fully vested at grant (time-based, not performance-based), which is common for directors but offers less performance contingency than PSUs; mitigated by mandatory deferral and ownership guidelines .

Overall implication: Slager’s governance footprint—chairing Nominating & Corporate Governance, serving on MD&C and Executive—combined with flawless attendance and strong compliance posture, supports investor confidence; absence of related-party exposures and anti-hedging/pledging discipline further reduces governance risk .