Sue Cole
Director at MLM
Board
About Sue W. Cole
Sue W. Cole, age 74, has served on Martin Marietta’s board since 2002 and is an independent director. She is Managing Partner of SAGE Leadership & Strategy, previously a principal at Granville Capital, and formerly Regional CEO (Mid-Atlantic) of U.S. Trust Company, N.A. She holds a BS in Business Administration and an MBA in Finance from the University of North Carolina at Greensboro .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Trust Company, N.A. | Regional CEO, Mid-Atlantic; prior roles at U.S. Trust and predecessors | Not disclosed | Led strategy, growth, and leadership of NC, Philadelphia, and Washington, D.C. offices |
| Granville Capital Inc. | Principal | 2006–2011 | Registered investment advisory; executive leadership experience |
| UNIFI, Inc. (NYSE: UFI) | Director (prior) | Not disclosed | Public company board experience in manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SAGE Leadership & Strategy, LLC | Managing Partner | Current | Strategy, governance, leadership advisory |
| National Association of Corporate Directors (NACD) | Chair | Current | Governance leadership; professional director network |
| NC Chamber; NC Biotech Center; Greensboro Science Center | Chair (prior) | Not disclosed | Community and civic leadership roles |
Board Governance
- Independence: Independent director; Board is 90% independent, all committees comprised solely of independent directors .
- Committee assignments: Ethics, Environment, Safety and Health (EESH); Nominating & Corporate Governance (NCG) .
- Attendance: 100% Board and committee meeting attendance in 2024; all directors attended May 2024 Annual Meeting .
- Tenure: 23 years of service (skills matrix shows tenure) .
| Committee | Role | Meetings (2024) | Attendance |
|---|---|---|---|
| EESH | Member | 4 | 100% |
| Nominating & Corporate Governance | Member | 2 | 100% |
Governance practices: Independent executive sessions held at each regular Board meeting in 2024 (4 sessions); robust shareholder engagement program; majority voting standard; proxy access; no poison pill .
Fixed Compensation
MLM Director Cash Compensation Schedule (FY2024):
| Cash Component | Amount (USD) |
|---|---|
| Annual Board cash retainer | $125,000 |
| Audit Committee chair retainer | $20,000 |
| Management Development & Compensation Committee chair retainer | $20,000 |
| Finance Committee chair retainer | $15,000 |
| Nominating & Corporate Governance chair retainer | $15,000 |
| EESH chair retainer | $15,000 |
| Audit Committee member retainer | $5,000 |
| Lead Independent Director retainer | $35,000 |
Sue W. Cole – Director Compensation (FY2024):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $123,750 |
| Stock Awards (Grant-Date Fair Value) | $170,435 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $82,118 |
| All Other Compensation (Dividend Equivalents) | $78,020 |
| Total | $454,323 |
Notes:
- No personal use of aircraft or perquisites for non-employee directors in 2024 .
- Deferred compensation: directors may defer fees into common stock units or cash; cash deferrals credited at prime rate; dividend equivalents paid on stock units .
- “Change in Pension Value & Nonqualified Deferred Comp Earnings” reflects interest credited on cash deferrals; “All Other Compensation” reflects dividend equivalents on deferred stock units .
Performance Compensation
Director Equity Awards:
| Grant | Grant Date | Instrument | Shares/Units | Terms |
|---|---|---|---|---|
| Annual director RSU grant | May 2024 | RSUs | 293 | Fully vested at grant; directors must defer at least 50% until retirement; Ms. Cole distributed 147 shares and deferred 146 RSUs |
| Annual director equity value | May 2024 | RSUs | $170,000 value (rounded; 293 RSUs granted) | Valued at $170,000 based on closing price at grant date |
Insider Form 4 Award Transactions (context on annual grants):
| Filing Date | Transaction Date | Type | Shares/Units | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-16 | 2025-05-15 | Award (A) | 308 | $552.86 | 20,394 | |
| 2024-05-17 | 2024-05-16 | Award (A) | 293 | $581.69 | 20,086 |
Executive incentive metrics used by the Compensation Committee (for NEOs; directors are not subject to performance-based equity):
| Program | Metric(s) | FY2024 Outcome |
|---|---|---|
| Annual Cash Incentive (NEOs) | Adjusted Cash Gross Profit; SG&A as % of Total Revenues; safety and sustainability metrics | Paid at 135% of target |
| Long-Term Incentive (PSUs, NEOs) | Relative TSR | 2022–2024 PSU payout at 233% of target |
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Martin Marietta Materials (NYSE: MLM) | Director | Current | Independent director since 2002 |
| UNIFI, Inc. (NYSE: UFI) | Director | Prior | Public company board experience |
| NACD | Chair | Current | Governance leadership role (non-public) |
No related-party transactions disclosed with directors since Jan 1, 2024 .
Expertise & Qualifications
- Executive compensation, corporate governance, human resources, finance, and customer service expertise .
- CEO experience in financial services and leadership of non-profit organizations; strong leadership skills and familiarity with North Carolina, a key state for MLM .
Equity Ownership
| Item | Amount | Date/As of |
|---|---|---|
| Beneficial ownership (shares) | 29,929 | March 7, 2025 |
| Common stock units credited (deferred) | 13,867 | As of Dec 31, 2024 |
| RSUs held | 11,665 | As of Dec 31, 2024 |
| Shares pledged as collateral | None | As of March 7, 2025 |
| Individual % of shares outstanding | Not individually >1% (group owns 0.69%) | March 7, 2025 |
Insider Trades (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-16 | 2025-05-15 | Award (A) | 308 | $552.86 | 20,394 | |
| 2024-05-17 | 2024-05-16 | Award (A) | 293 | $581.69 | 20,086 | |
| 2024-02-20 | 2024-02-16 | Sale (S) | 881 | $545.64 | 20,636 | |
| 2024-02-20 | 2024-02-16 | Sale (S) | 843 | $541.22 | 19,793 |
Governance Assessment
- Board effectiveness: Independent director with long tenure; active on EESH and NCG committees that oversee sustainability, safety, ethics, and board refreshment; 100% attendance in 2024 supports engagement and reliability .
- Independence and conflicts: Board and committees are fully independent; no related-party transactions involving Sue Cole disclosed since Jan 1, 2024; independent executive sessions held at each regular meeting in 2024 .
- Compensation alignment: Director pay mix is balanced between cash retainer and fully vested RSUs with mandatory deferral (min 50%), promoting ownership alignment; dividend equivalents accrue on deferred units; no perquisites in 2024 .
- Ownership alignment: Material beneficial and deferred holdings; no pledged shares; presence of periodic sales (Feb 2024) typical for liquidity but not indicative of misalignment given ongoing awards and deferrals .
- Shareholder confidence backdrop: Strong say-on-pay support (95%) and active investor engagement program; indicates broader governance confidence, though say-on-pay pertains to executives not directors .