Page 144 - Martin Marietta - 2023 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)

Defined Contribution Plan. The Company maintains a defined contribution plan that covers substantially all employees. This plan,
qualified under Section 401(a) of the Internal Revenue Code, is a retirement savings and investment plan for the Company’s
salaried and hourly employees. Under certain provisions of the plan, the Company matches employees’ eligible contributions at
established rates. The Company’s matching obligations were $23.1 million in 2022, $20.5 million in 2021 and $17.9 million in 2020.

Note L: Stock‐Based Compensation
On May 19, 2016, the Company’s shareholders approved the Martin Marietta Amended and Restated Stock‐Based Award Plan.
The Martin Marietta Materials, Inc. Stock‐Based Award Plan, as amended from time to time, along with the Amended Omnibus
Securities Award Plan, originally approved in 1994 (collectively, the Plans), are still effective for awards made prior to 2017. The
Company has been authorized by the Board of Directors to repurchase shares of the Company’s common stock for issuance under
the stock‐based award plans (see Note N).

The Company grants restricted stock awards under the Plans to a group of executive officers, key personnel and nonemployee
members of the Board of Directors. The vesting of certain restricted stock awards is based on certain performance criteria over a
specified period of time. The number of shares may be increased to the maximum or reduced to the minimum threshold based
on the results of those criteria. In addition, certain awards are granted to individuals to encourage retention and motivate key
employees. These awards generally vest if the employee is continuously employed over a specified period of time and require no
payment from the employee. Awards granted to nonemployee members of the Board of Directors vest immediately.

The fair value of stock‐based award grants is expensed over the vesting period. Awards to employees eligible for retirement prior
to the award becoming fully vested are expensed over the period through the date that the employee first becomes eligible to
retire and is no longer required to provide service to earn the award. Awards granted to nonemployee members of the Board of
Directors are expensed immediately.

Additionally, an incentive compensation stock plan has been adopted under the Plans whereby certain participants may elect to
use up to 50% of their annual incentive compensation to acquire units representing shares of the Company’s common stock at a
20% discount to the market value on the date of the incentive compensation award. Participants receive unrestricted shares of
common stock in an amount equal to their respective units generally at the end of a 34‐month period of additional employment
from the date of award or at retirement beginning at age 62. All rights of ownership of the common stock convey to the participants
upon the issuance of their respective shares at the end of the ownership‐vesting period.

The following table summarizes information for restricted stock awards and incentive compensation stock awards for 2022:
Restricted Stock ‐ Restricted Stock ‐
Service Based Performance Based Incentive Compensation Stock
Weighted‐ Weighted‐ Weighted‐
Average Average Average
Number of Grant‐Date Number of Grant‐Date Number of Grant‐Date
Awards Fair Value Awards Fair Value Awards Fair Value
anuary 1, 2022 216,075 $ 237.80 118,323 $ 266.76 37,858 $ 288.68
Awarded 65,213 $ 362.77 33,148 $ 406.99 13,813 $ 369.05
Distributed (62,892) $ 243.08 (111,070) $ 202.55 (19,522) $ 258.20
Forfeited (2,752) $ 330.93 (1,424) $ 338.35 — $ —
Adjustment for performance — $ — 64,818 $ 202.55 — $ —
December 31, 2022 215,644 $ 272.86 103,795 $ 339.17 32,149 $ 341.72

The weighted‐average grant‐date fair value of service‐based restricted stock awards granted during 2022, 2021 and 2020 was
$362.77, $342.11 and $222.39, respectively. The weighted‐average grant‐date fair value of performance‐based restricted stock
awards granted during 2022, 2021 and 2020 was $406.99, $352.52 and $266.97, respectively. The weighted‐average grant‐date
fair value of incentive compensation stock awards granted during 2022, 2021 and 2020 was $369.05, $325.30 and $258.67,
respectively.
The aggregate intrinsic values for unvested restricted stock awards and unvested incentive compensation stock awards at
December 31, 2022 were $108.0 million and $2.1 million, respectively, and were based on the closing price of the Company’s
common stock at December 31, 2022, which was $337.97. The aggregate intrinsic values of restricted stock awards distributed
during the years ended December 31, 2022, 2021 and 2020 were $64.5 million, $41.1 million and $35.2 million, respectively. The
aggregate intrinsic values of incentive compensation stock awards distributed during the years ended December 31, 2022, 2021

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