Page 65 - Martin Marietta - 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / COMPENSATION DECISION PROCESS

The Committee studies competitive total compensation data from various sources, including proxy statements of the peer
group. Since proxy statements do not provide precise comparisons by position to our executive officers, in 2020 the
Committee also took into consideration published independent compensation surveys of companies with revenue in the
range of $2.5 billion to $8.0 billion as to median levels for each executive officer as well as private compensation survey
data. Where available, size-adjusted market values were developed using regression analysis. This statistical technique
accounts for revenue size differences within the peer group and develops an estimated market value for a similar-size
company as Martin Marietta. The size-adjusted 50th percentile for total compensation is a key reference point for the
Committee. On average, the target for our NEO total compensation opportunities is competitively positioned within a
reasonable range of the size-adjusted 50th percentile.

Although the Committee uses the size-adjusted 50th percentile as its starting point in setting compensation levels, the
compensation packages for executive officers may vary materially from it based on several factors. Market data, position,
tenure, individual and organization performance, retention needs and internal pay equity have been the primary factors
considered in decisions to increase or decrease compensation opportunities. Specifically, the Committee typically sets
compensation levels below the size-adjusted 50th percentile for executive officers with relatively less relevant experience,
less responsibility, less tenure with Martin Marietta and/or lower performance ratings. Conversely, if an officer consistently
receives favorable performance ratings, accumulates years of service and expertise in relevant areas, has more responsibility
and/or has significant other achievements, his or her compensation will typically be above the size-adjusted 50th
percentile.

Other Compensation Program Features

Compensation Program Risk Assessment
We perform a thorough annual review of our compensation program structure and all compensation programs, which are
also reviewed in detail with the Committee. We believe our executive pay is appropriate and provides necessary incentives
to our executives to achieve our financial and strategic goals without encouraging them to take excessive risks in their
business decisions. Our compensation structure does not include features that are reasonably likely to have a material
adverse effect on the Company. Compensation program features that mitigate against risks include the following:

• Our annual incentive compensation plan does not provide payment for poor individual or corporate performance,
regardless of whether the failure to achieve target was outside management’s control.

• There are caps on the long-term equity awards, even if the required performance-related criteria are exceeded.
• A majority of the NEOs’ compensation is long-term, with equity grants vesting over three to five years, depending on the
award.

• Our compensation is not based on highly leveraged short-term incentives that encourage high risk investments at the
expense of long-term value.

• Long-term compensation to executive officers is based on specific performance measures that balance long-term growth
and returns.

• The Committee uses benchmarking data and the advice of its independent compensation consultant to keep
compensation in line with typical market practices and appropriate to Martin Marietta’s needs.
• We use a balanced portfolio of long-term incentive programs.

• The Committee’s governance process requires review and approval of all compensation over a certain amount.

Stock-Based Awards Generally

All of Martin Marietta’s active equity-based award plans have been approved by shareholders. Our Stock Plan requires a
minimum vesting period of 12 months for restricted stock or RSUs and a minimum vesting period of 36 months for stock
options or stock appreciation rights (SARs). The Company has not issued SARs and has not issued stock options since
2015.

60 2021 PROXY STATEMENT