Page 70 - Martin Marietta - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / 2022-2024 PERFORMANCE GOALS

2022 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 + ≥ $.515B 200% (Maximum) Plan + ≥ 6.0% 200% (Maximum)
50 th 0% adjustment (Target) Plan EBITDA 100% (Target) Plan Growth 100% (Target)
≤ 25 th -20% (Threshold) Plan - $1.568B 50% (Threshold) Plan - 3.0% 50% (Threshold)
Plan - > $1.568B 0% Plan - > 3.0% 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.
*** Adjusted 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.

2020-2022 PSU Award Payouts
PSUs that were granted in 2020 vested on December 31, 2022, because the applicable performance criteria were satisfied.
These PSUs were certified and paid out in February 2023. The PSU payouts for the three-year performance period ended
December 31, 2022 were calculated by comparing actual corporate performance for each metric for the period January 1,
2020 through December 31, 2022, 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, 2022, actual results were 173.2% of target. The results were
above targeted level for each metric. Adjusted EBITDA (weighted 67%) was $4.29 billion compared to our pre-established
target of $3.97 billion and generated a 107.2% payout factor and Sales Growth (weighted 33%) was 22.44% compared
to our pre-established target of 4.5% and generated a 66% payout factor. The rTSR modifier, which provides for an
adjustment up or down of up to 20%, resulted in a 109.3% adjustment as our TSR over the three-year measurement
period was at the 61.6th 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
Adjusted EBITDA $3.97B $4.29B 67% 107.2%
Sales Growth 4.5% 22.44% 33% 66%
th
th
Relative TSR 50 percentile 61.6 percentile +/-20% 109.3% of total award

64 2023 PROXY STATEMENT