Page 62 - Martin Marietta - 2022 Proxy Statement
P. 62

2021-2023 PERFORMANCE GOALS / COMPENSATION DISCUSSION AND ANALYSIS



        2021 Performance Goals and Metrics
           Relative TSR (Modifier +/- 20%)*          EBITDA (67%)***                   Sales Growth (33%)
         TSR                                                                    Sales
         Percentile        Payout            EBITDA           Payout            Growth            Payout
         Achievement       Factor            Achievement      Factor**          Achievement       Factor**
            ≥ 75 th        +20% (Maximum)     Plan + ≥ $.525B  200% (Maximum)     Plan + ≥ 4.5%  200% (Maximum)
            50 th        0% adjustment (Target)  Plan EBITDA   100% (Target)      Plan Growth      100% (Target)
            ≤ 25 th        -20% (Threshold)   Plan - $1.275B   50% (Threshold)    Plan - 1.5%     50% (Threshold)
                                             Plan - < $1.275B       0%            Plan - < 1.5%        0%


        *   rTSR is calculated as (i) the average of our closing stock price over the final 20 trading days of the measurement period, minus the
            average of our closing stock price over the first 20 trading days of the measurement period, plus the value of reinvested dividends
            divided by (ii) the average of our closing stock price over the first 20 trading days of the measurement period, and is measured
            against each of the companies in the S&P 500 index (excluding any Companies acquired during the measurement period).
        ** Threshold and maximum are a percentage of the target.
        *** EBITDA is calculated from Martin Marietta’s audited financial statements in the same manner as set forth in the reconciliations as
            provided in Appendix B, with the exception that adjustments are taken for certain nonrecurring items in accordance with the award
            agreements.

        2019-2021 PSU Award Payouts

        PSUs that were granted in 2019 vested on December 31, 2021, because the applicable performance criteria were satisfied.
        These PSUs were certified and paid out in February 2022. The PSU payouts for the three-year performance period ended
        December 31, 2021 were calculated by comparing actual corporate performance for each metric for the period January 1,
        2019 through December 31, 2021, against a table of payment levels from 0% to 200% (with the 100% payout level
        being considered target) established at the beginning of the performance period.

        For the three-year performance period ended December 31, 2021, actual results were 200% of target. The results were
        above targeted level for each metric. EBITDA (weighted 67%) was $4.10 billion compared to our pre-established target of
        $3.36 billion and generated a 200% payout factor and Sales Growth (weighted 33%) was 17.25% compared to our
        pre-established target of 4.50% and generated a 200% payout factor. The rTSR modifier, which provides for an
        adjustment up or down of up to 20%, resulted in a 120% adjustment as our TSR over the three-year measurement period
        was at the 87th percentile of S&P 500 companies over the same period. The awards are calculated pursuant to the
        provisions provided in the award agreements. The Committee cannot make any adjustments to the final payout factor
        beyond the adjustments specified in the award agreements.

                                                  Performance    Performance                      Weighted
         Measure                                     Target         Result      Weighting       Payout Factor
         EBITDA                                         $3.36B         $4.10B       67%                   134%
         Sales Growth                                    4.5%         17.25%        33%                    66%
                                                                   th
         Relative TSR                             50 percentile  87 percentile    +/-20%     120.0% of total award
                                                    th

















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