Page 67 - Martin Marietta - 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / CLAWBACK POLICY

Clawback Policy
We also have a clawback policy. If the Board determines that an officer’s intentional misconduct, gross negligence or
failure to report such acts by another person was a contributing factor in requiring us to restate any of our financial
statements or constituted fraud, bribery or another illegal act (or contributed to another person’s fraud, bribery or other
illegal act) which adversely impacted our financial position or reputation, then the Board shall take such action as it deems
in the best interest of the Company and necessary to remedy the misconduct and prevent its recurrence. Among other
actions, the Board may seek to recover or require reimbursement of any amount awarded to the officer in the form of an
annual incentive bonus or LTI award. There were no events requiring Board consideration of a clawback action during
2020.

Our Use of Independent Compensation Consultants
The independent compensation consultant provides important information about market practices, the types and amounts
of compensation offered to executives generally and the role of corporate governance considerations in making
compensation decisions. The Committee’s charter authorizes it to retain outside advisors that it believes are appropriate to
assist in evaluating executive compensation.

In April 2020, the Committee retained Pay Governance as a new independent compensation consultant. Prior to this
change, Mercer served as the Committee’s independent compensation consultant.

In connection with its retention of Pay Governance, the Committee considered the following factors in assessing Pay
Governance independence:

• The provision of services provided by Pay Governance to Martin Marietta in addition to compensation advisory services.
• The compensation paid to Pay Governance is less than 1% of Pay Governance’s revenues.
• Pay Governance has business ethics and insider trading and stock ownership policies, which are designed to avoid
conflicts of interest.
• Pay Governance employees supporting the engagement do not own Martin Marietta securities.
• Pay Governance employees supporting the engagement have no business or personal relationships with members of the
Compensation Committee or with any Martin Marietta executive officer.

At a special meeting in April 2020, the Committee discussed the engagement of Pay Governance. At that time, Pay
Governance confirmed the validity of each of the factors described above.
The nature and scope of Pay Governance engagement was determined by the Committee and not limited in any way by
management. The Committee also considered Pay Governance Global Business Standards intended to address potential
conflicts of interests with respect to their executive compensation consulting services and the other factors required to be
considered by applicable SEC and NYSE rules in approving the Committee’s engagement of Pay Governance for 2020.
Based on this review, the Committee did not identify that Pay Governance had any conflicts of interest that would prevent
Pay Governance from independently advising the Committee. Pay Governance did not provide any additional services
beyond those relating to director and executive officer compensation in an amount in excess of $120,000 in 2020.
For the period from January 1, 2020 to April 7, 2020, the Committee paid Mercer, its former executive compensation
consultant, $77,768 for its compensation advisory services. During 2020, Mercer and its Marsh & McLennan affiliates were
also retained by management to provide services unrelated to executive compensation, including property/casualty
insurance brokerage services and administration of a risk management information system. The aggregate fees paid for
those other services for 2020 were $295,198. The Committee and the Board did not review or approve the other services
provided to us by Mercer and its Marsh & McLennan affiliates as those services are approved by management in the
normal course of business.

We were advised by Mercer that the reporting relationship and compensation of the individual Mercer consultants who
performed executive compensation consulting services for our Committee were separate from, and were not determined
by reference to, Mercer’s or Marsh & McLennan’s other lines of business or their other work for us. The Committee

62 2021 PROXY STATEMENT