Mary Mack
Director at MLM
Board
About Mary Mack
Mary T. Mack, age 62, is an independent director of Martin Marietta Materials (MLM), serving since 2024. She is the retired CEO of Consumer and Small Business Banking at Wells Fargo & Company and previously served as CEO and president of Wells Fargo Advisors; she began her banking career at First Union (a Wells Fargo predecessor) in 1984. Mack holds a bachelor’s degree from Davidson College, serves on Davidson’s board of trustees, and is a board member of Habitat for Humanity International . The Board has determined she is independent under MLM’s Guidelines for Director’s Independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | CEO, Consumer and Small Business Banking (CSBB) | Not disclosed | Oversaw Branch Banking, Small Business Banking, Strategy and Innovation, CSBB Operations and Control; deep finance, risk, and governance experience |
| Wells Fargo Advisors, LLC | CEO and President | Not disclosed | Leadership of major U.S. retail brokerage; capital markets and client oversight |
| First Union (predecessor of Wells Fargo) | Banking roles progressing to senior leadership | Began 1984 | Foundation in retail and corporate finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davidson College | Board of Trustees | Not disclosed | Higher-education governance |
| Habitat for Humanity International | Board Member | Not disclosed | Non-profit housing; community impact |
Board Governance
- Committee assignments: Management Development and Compensation Committee (member; not Chair) .
- Independence: Independent director; 90% of the Board is independent .
- Attendance: 100% attendance for Board and assigned committee meetings in 2024; all directors attended the May 2024 Annual Meeting .
- Tenure on MLM Board: Director since 2024 .
- Lead Independent Director: John J. Koraleski; independent directors met in executive session at each of four regular Board meetings in 2024 .
- Board and committee activity: 4 regular Board meetings and 18 committee meetings in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $125,000 | Paid quarterly from end of month of 2024 Annual Meeting; Mack’s actual 2024 cash fees reflect three quarters of service ($93,750) |
| Committee chair fees (ranges) | $15,000–$20,000 (chair-only) | Audit Chair: $20,000; Compensation Chair: $20,000; Finance Chair: $15,000; Nominating Chair: $15,000; EESH Chair: $15,000; Mack is not a chair |
| Audit Committee member retainer | $5,000 (members) | Mack is not on Audit |
| Lead Independent Director retainer | $35,000 (in addition to retainer) | Not applicable to Mack |
| Fees earned (Mack, 2024) | $93,750 | Quarterly installments from May 2024 election |
| RSU grant (directors) | 293 RSUs (grant-date value $170,435) | Fully vested upon grant; at least 50% deferred until retirement; awarded after 2024 Annual Meeting |
| Deferred comp earnings (Mack, 2024) | $15,680 | Common stock or cash deferral options; cash deferrals earn prime-rate interest |
| All other compensation (Mack, 2024) | — | Directors did not receive perquisites; dividend equivalents apply to units; Mack’s table shows no additional amount |
Performance Compensation
- Directors do not receive performance-based equity or cash; the annual RSU grant is time-based, fully vested at grant, with mandatory deferral of at least 50% until retirement .
- Compensation Committee retains independent consultants for director pay recommendations and governance alignment .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict |
|---|---|---|
| Martin Marietta Materials | Director; Member—Management Development & Compensation Committee | No compensation committee interlocks or insider participation; none of the Compensation Committee members (including Mack) have related-party relationships requiring disclosure |
| Davidson College | Trustee | No related-party transactions with MLM disclosed |
| Habitat for Humanity International | Board Member | No related-party transactions with MLM disclosed |
Expertise & Qualifications
- Significant banking, brokerage/advisory, corporate finance, accounting, capital markets, risk management, and corporate governance expertise .
- Experience overseeing complex operations, controls, and customer segments; strategic analysis and M&A familiarity .
- Board skills matrix indicates broad competencies in governance, finance/accounting, risk management, strategy/M&A, and other public board experience across nominees; Mack’s biography corroborates deep finance/governance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Held (12/31/2024) | Common Stock Units (Director Plan) | Pledged Shares |
|---|---|---|---|---|
| Mary T. Mack | 293 | 293 | 0 | None; no shares pledged as security |
- Ownership concentration: No individual director owns more than 1% of outstanding shares; all directors and executive officers as a group own 0.69% .
- Alignment policies: Anti-hedging and pledging policies in place; RSU deferral requirement for directors (≥50% until retirement) supports long-term alignment .
Governance Assessment
- Strengths: Independence; 100% attendance; placement on Compensation Committee aligns with finance and governance background; no related-party transactions; robust Board executive sessions and engagement; strong say-on-pay support (95% approval in 2024), indicating investor confidence in compensation governance .
- Compensation structure: Cash retainer plus annual RSUs (fully vested, deferred at least 50%); no perquisites or aircraft personal use; independent compensation consultant input on director pay .
- Conflicts and interlocks: None disclosed; Compensation Committee interlocks absent; Board’s independence review found no relationships interfering with director independence .
- RED FLAGS: None identified in filings regarding related-party transactions, hedging/pledging, or attendance; no disclosed director-specific performance pay, tax gross-ups, or option repricing; continued monitoring recommended for any future financial institution relationships that could pose counterparty conflicts, though none are disclosed currently .