John Koraleski
Lead Independent Director at MLM
Board
About John J. Koraleski
Lead Independent Director at Martin Marietta Materials (MLM) since 2016; age 74. Former Chairman and CEO of Union Pacific Corporation with deep finance, operations, and governance experience; holds a BBA and MBA from the University of Nebraska at Omaha. Designated audit committee financial expert; currently chairs the Management Development & Compensation Committee and serves on the Audit and Executive Committees. Independence affirmed under NYSE and company guidelines; 100% Board and committee attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation (UNP) | Executive Chairman | Feb 2015 – Sep 2015 | Oversight of North America’s premier railroad franchise |
| Union Pacific Corporation | Chairman & CEO; Director | Chairman 2014; CEO from Mar 2012; Director since Jul 2012 | Led strategy, operations, safety; capital-intensive logistics expertise |
| Union Pacific Railroad | EVP Marketing & Sales; EVP Finance & IT; CFO; Controller | Various roles since 1972; EVP M&S 1999–2012 | Deep finance, IT, commercial leadership |
| The Bridges Investment Fund, Inc. | Chairman | 2005 – Mar 2012 | Long-term capital appreciation oversight |
| Association of American Railroads | Chairman (past) | Not specified | Industry standards, safety, regulatory engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current external public-company directorships disclosed beyond MLM |
| The Bridges Investment Fund, Inc. | Chairman | 2005 – Mar 2012 | General equity fund governance |
| Association of American Railroads | Chairman (past) | Not specified | Sector leadership |
Board Governance
- Independence: Independent director; audit committee financial expert; 9 of 10 directors independent; Koraleski designated Lead Independent Director .
- Attendance: Board met 4 times; committees met 18 times; all directors, including Koraleski, attended 100% of assigned meetings; independent directors held executive sessions at each regular Board meeting (4 times) .
- Lead Independent Director responsibilities include presiding executive sessions, agenda/schedule input, shareholder engagement, and liaison duties with the Chair/CEO .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Management Development & Compensation | Chair | 4 | 100% |
| Audit | Member | 4 | 100% |
| Executive | Member | 0 (did not meet in 2024) | n/a |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 125,000 | Paid in quarterly installments |
| Lead Independent Director retainer | 35,000 | In addition to annual retainer |
| MD&C Committee chair retainer | 20,000 | In addition to annual retainer |
| Audit Committee member retainer | 5,000 | In addition to annual retainer |
| 2024 Fees earned in cash (Koraleski) | 182,563 | Reported in Director Compensation Table |
| All Other Compensation (Koraleski) | 25,255 | Dividend equivalents on deferred units |
| Change in Pension Value/Nonqualified Deferred Comp Earnings (Koraleski) | 7,791 | Interest on cash deferrals per plan |
Perquisites: No personal use of aircraft or other perquisites provided to non-employee directors in 2024; travel reimbursed for Company business .
Performance Compensation
| Director Equity Grant | Grant Date | RSUs Granted | Grant-Date Fair Value ($) | Vesting/Deferral |
|---|---|---|---|---|
| Annual RSU award (Koraleski) | May 2024 | 293 | 170,435 | Fully vested upon award; directors must defer ≥50% until retirement |
RSUs outstanding (Koraleski): 4,404 as of Dec 31, 2024 .
Executive pay metrics overseen by Koraleski’s committee (signals of pay-for-performance rigor):
| Metric | Description | 2024 Outcome |
|---|---|---|
| Adjusted Cash Gross Profit | Profitability driver for STI formula | Included; contributed to above-target payouts |
| SG&A as % of Total Revenues | Cost management metric for STI formula | Included; contributed to above-target payouts |
| Safety metrics | LTIR/TIIR targets embedded | Included; world-class performance |
| Sustainability goals | ESG targets embedded | Included in incentive determinations |
| Annual Cash Incentive payout | STI outcome vs target | 135% of target for 2024 |
| PSU payout (2022–2024 cycle) | LTI outcome vs target | 233% of target |
Clawbacks: Mandatory Dodd-Frank/NYSE clawback adopted in 2023; supplemental misconduct-based clawback since 2018; no clawbacks invoked in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| — | — | No current external public-company directorships disclosed |
Compensation Committee interlocks: None; Koraleski and other MD&C members have never been MLM officers; no reciprocal interlocks with other companies .
Expertise & Qualifications
- Current/former public company CEO, finance/accounting, risk management, logistics/operations, strategy/M&A, governance/legal; recognized audit committee financial expert .
- Deep rail, safety, and complex capital-intensive operations experience relevant to MLM’s aggregates-led logistics footprint .
Equity Ownership
| Item | Amount/Status | Date/Detail |
|---|---|---|
| Beneficial ownership (shares) | 15,109 | As of Mar 7, 2025 |
| RSUs held | 4,404 | As of Dec 31, 2024 |
| Common stock units (deferrals) | 3,805 | As of Mar 7, 2025 |
| 2024 deferral election | 322 common stock units; $183,575 value | Credited in 2024 under director purchase plan |
| Shares pledged | None | As of Mar 7, 2025 |
| Ownership guidelines | 5x annual retainer for directors; all directors compliant | Guidelines adopted in 2018; compliance affirmed |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors/executives | Insider Trading Policy; margin purchases/pledges prohibited |
Group ownership: Directors and officers as a group own 0.69% of outstanding shares; none individually >1% .
Governance Assessment
- Board effectiveness: Strong independence (90%), robust refreshment, formal evaluations; 100% attendance; executive sessions at every regular Board meeting; independent committee chairs .
- Pay-for-performance: Clear metrics (profitability, SG&A, safety, sustainability), strong 2024 outcomes (STI 135%, PSU 233%); rigorous clawback architecture; no hedging/pledging; robust ownership guidelines; Say-on-Pay support at 95% in 2024 .
- Conflicts/related-party: No related-party transactions since Jan 1, 2024; Audit Committee oversees related-party reviews .
- RED FLAGS: None disclosed on pledging, hedging, tax gross-ups, option repricing, or related-party transactions; note approaching mandatory retirement age at 75 may prompt near-term refresh considerations (Koraleski age 74; directors retire following the Annual Meeting after their 75th birthday) .