Dorothy Ables
Director at MLM
Board
About Dorothy M. Ables
Dorothy M. Ables, age 67, has served as an independent director of Martin Marietta Materials since 2018; she is designated an Audit Committee “financial expert” and chairs the Ethics, Environment, Safety and Health (EESH) Committee while also serving on the Audit Committee. She holds a BBA in Accounting from the University of Texas at Austin and previously held senior finance, audit, ethics, and administrative leadership roles at Spectra Energy and Duke Energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectra Energy Corp | Chief Administrative Officer (responsible for HR, IT, support services, community relations, audit) | 2008–2017 | Strategic corporate services oversight in a Fortune 500 midstream company |
| Spectra Energy | Vice President, Audit Services; Chief Ethics & Compliance Officer | Not disclosed | Internal audit leadership; ethics and compliance oversight |
| Duke Energy Corporation | Vice President & Chief Compliance Officer | Not disclosed | Enterprise compliance leadership |
| Duke Energy Gas Transmission | Senior Vice President & Chief Financial Officer | Not disclosed | Finance leadership (CFO) |
| Peat, Marwick, Mitchell & Co. | Audit department (early career) | Not disclosed | Foundational audit experience |
External Roles
| Organization | Exchange | Role | Tenure | Committees |
|---|---|---|---|---|
| Coterra Energy | NYSE: CTRA | Director | Current | Audit Committee Chair; Governance & Social Responsibility Committee member |
| Cabot Oil & Gas (pre-merger) | NYSE: COG | Director | 2015–2021 | Audit Committee Chair (2019–2021); Audit and Compensation Committee member (2015–2021) |
| Spectra Energy Partners | — | Director | 2013–2017 | Board member of affiliate prior to Enbridge acquisition |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under MLM guidelines/NYSE rules; Audit Committee comprised solely of independent directors |
| Committee assignments | Chair, EESH Committee; Member, Audit Committee; recognized as “Financial Expert” |
| Committee workload & attendance (2024) | Audit Committee: 4 meetings, 100% attendance; EESH Committee: 4 meetings, 100% attendance |
| Board attendance (2024) | 100% of Board and assigned committee meetings; attended 2024 Annual Meeting |
| Executive sessions (2024) | Independent directors met in executive session at each regularly scheduled Board meeting (4x) |
| Related party transactions | None since January 1, 2024; Audit Committee oversees related-party transactions |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $125,000 | Paid in quarterly installments from post-2024 AGM |
| Audit Committee member retainer | $5,000 | In addition to Board retainer |
| EESH Committee chair retainer | $15,000 | In addition to Board retainer |
| Fees earned in cash (FY2024 actual) | $143,750 | Reported total cash fees for 2024 |
| Deferred comp interest (FY2024) | $3,176 | Nonqualified deferred comp earnings |
| Dividend equivalents (FY2024) | $10,799 | Paid on common stock units; no perquisites reported |
Performance Compensation
| Grant Detail | Value/Count | Terms |
|---|---|---|
| Annual RSU grant (May 2024) | $170,435; 293 RSUs | RSUs fully vest upon award; Directors must defer at least 50% until retirement (additional voluntary deferral allowed) |
| Settlement & voting | Settled in shares upon distribution; no voting/investment power over RSUs before settlement | |
| Deferred Compensation program | Optional deferral of fees into stock units or cash; stock units credited at 100% FMV; cash accrues interest at prime rate |
No director performance metrics (e.g., TSR or EBITDA) are tied to director equity awards; director equity is time-based with mandatory deferral to enhance alignment .
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Assessment |
|---|---|
| Energy sector ties (Coterra; prior Cabot/Spectra Energy Partners) | No related-party transactions disclosed with MLM since Jan 1, 2024; Audit Committee oversight reduces conflict risk |
| Overboarding and governance | Board maintains overboarding guidelines and independence standards; 90% of board independent |
Expertise & Qualifications
- More than nine years of C-suite experience; deep financial expertise (former CFO) and audit/compliance leadership; meaningful oversight experience in HR, IT, and community relations .
- Designated Audit Committee financial expert; contributes legal/compliance, risk management, and governance expertise; familiarity with Texas markets relevant to MLM footprint .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 3,600 shares (includes RSUs/common stock units per director reporting) |
| RSUs held (as of Dec 31, 2024) | 3,600 RSUs outstanding (deferred until retirement) |
| Ownership as % of outstanding | <1% (none of the directors individually exceed 1%) |
| Shares pledged as collateral | None pledged |
| Anti-hedging/pledging posture | Anti-hedging and pledging policies included in governance program; directors’ equity is subject to deferral and dividend equivalents only |
Governance Assessment
- Board effectiveness: Ables’ dual role as EESH Chair and Audit member positions her at the intersection of sustainability, safety, ethics, and financial oversight—key risk areas for MLM’s aggregates-led operations . Strong attendance (100%) and independent status support governance quality .
- Alignment & incentives: Mandatory RSU deferral (≥50%) and absence of perquisites indicate focus on long-term alignment; cash/equity mix consistent with peer practices; her 2024 director compensation totaled $328,160, with equity at grant date value of $170,435 .
- Shareholder confidence: Say-on-Pay support was high at 95% in 2024, reflecting investor approval of MLM’s compensation governance framework overseen by independent directors .
- Conflicts & red flags: No related-party transactions; no pledging; committee independence; no indications of hedging or tax gross-ups for directors—low conflict profile .
RED FLAGS: None disclosed for Ables regarding attendance, related-party transactions, pledging/hedging, or perquisites in 2024 .