Page 80 - Martin Marietta - 2021 Proxy Statement

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL / EXECUTIVE COMPENSATION

4 Reflects the difference between the value of the unvested Incentive Stock Plan share units at year-end and the amount of cash invested by the executive officer in the share
units.
5 Reflects the estimated lump-sum intrinsic value of all unvested PSUs.
6 The table does not include information related to the form and amount of payments or benefits that are not enhanced or accelerated in connection with any termination
that would be provided by Martin Marietta’s retirement plans, which is disclosed in the Pension Benefits Table and the accompanying narrative on page 70. Change of
Control values include the incremental value of the benefit (including three times Martin Marietta’s match to the defined contribution plan) payable upon a qualifying
termination of employment following a Change of Control.
7 Reflects the estimated incremental lump-sum present value of all future premiums that would be paid on behalf of the named executive officer under Martin Marietta’s
health and welfare plans, including long-term disability and life insurance plans.

CEO Pay Ratio Disclosure

The Company is required to disclose in its Proxy Statement the annual total compensation of the median-compensated
employee of, generally, all Company employees (excluding the CEO), the annual total compensation of its CEO, and the
ratio of the CEO compensation to the median employee’s compensation.

The Company in 2020 employed approximately 8,700 employees who were located primarily in the United States, but also
had in Canada and The Bahamas.

As permitted by SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every
three years and calculate and disclose total compensation for that employee each year; provided that, during the last
completed fiscal year, there has been no change in the employee population or employee compensation arrangements
that we reasonably believe would result in a significant change to the prior CEO pay ratio disclosure. We reviewed the
changes in our employee population and employee compensatory arrangements and determined there has been no
change in our employee population or employee compensatory arrangements that would significantly impact the pay ratio
disclosure and thus require us to identify a new median employee. As a result, we are using the same median employee as
we did in the CEO pay ratio disclosure included in our Proxy Statement filed with the SEC on April 10, 2019, and April 16,
2020, as summarized below. The median employee compensation was identified using a consistently applied
compensation measure, encompassing base salary, overtime, incentive compensation with a performance period of one
year or less (such as annual incentives and sales or other bonuses), and allowances (such as personal use of company-
provided vehicles). As allowed under the SEC rules, base pay was annualized for employees hired during the year to reflect
a full year of service.

We determined the required ratio by:
• calculating the compensation based on a consistently applied measure as described above of all employees except the
CEO, and then sorting those employees from highest to lowest;
• determining the median employee from that list, including evaluating employees situated slightly above and below the
calculated median to ensure the selected employee reflects our population as a whole; and
• calculating the total annual compensation of our CEO and of the median employee using the same methodology
required for the Summary Compensation Table.

The total annual compensation for our CEO for fiscal year 2020 was $12,818,588. The total annual compensation in 2020
for the median employee (other than our CEO) was $94,643. The resulting ratio of CEO pay to the pay of our median
employee for fiscal year 2020 is 135 to one.

We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll
and employment records and the methodology described above. Because the SEC rules for identifying the median-
compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow
companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee
and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other
companies may have different employment and compensation practices and may utilize different methodologies,
exclusions, estimates and assumptions in calculating their own pay ratios.

MARTIN MARIETTA 75