Page 69 - Martin Marietta - 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

and benefits are also important to align the interests of the executive officers with the interests of the shareholders
because the agreements will reduce or eliminate the reluctance to pursue potential change of control transactions that
may ultimately lead to termination of their employment but would otherwise be in the best interests of our shareholders.
The Employment Protection Agreements are described on page 73 of this Proxy Statement.

Tax and Accounting Implications

In administering the compensation program for NEOs, for awards made in 2021 the Committee considered tax
consequences, including the limit on deductibility on compensation in excess of $1 million to certain executive officers
under Section 162(m) of the Internal Revenue Code and the consequences under financial accounting standards.

While the Committee considers the tax deductibility as one factor in determining executive compensation, the Committee
also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it
determines to be consistent with the goals of our executive compensation program to attract talent, promote retention, or
recognize and reward desired performance even if the awards are not deductible for income tax purposes.

64 2022 PROXY STATEMENT