Page 75 - Martin Marietta - 2023 Proxy Statement

CLAWBACK POLICY / COMPENSATION DISCUSSION AND ANALYSIS

sales with respect to Company stock, the purpose of which is to hedge or offset any decrease in the market value of such
stock. This policy also prohibits Directors and executive officers from purchasing Company stock on margin, borrowing
against Company stock on margin, or pledging Company stock as collateral for any loan.

Clawback Policy

We also have a clawback policy. If the Board determines that an officer’s intentional misconduct, gross negligence or
failure to report such acts by another person was a contributing factor in requiring us to restate any of our financial
statements or constituted fraud, bribery or another illegal act (or contributed to another person’s fraud, bribery or other
illegal act) which adversely impacted our financial position or reputation, then the Board shall take such action as it deems
in the best interest of the Company and necessary to remedy the misconduct and prevent its recurrence. Among other
actions, the Board may seek to recover or require reimbursement of any amount awarded to the officer in the form of an
annual incentive bonus or LTI award. There were no events requiring Board consideration of a clawback action during
2022.

Our Use of Independent Compensation Consultants

The independent compensation consultant provides important information about market practices, the types and amounts
of compensation offered to executives generally and the role of corporate governance considerations in making
compensation decisions. The Committee’s charter authorizes it to retain outside advisors that it believes are appropriate to
assist in evaluating executive compensation.

For 2022, the Committee continued to retain Pay Governance as an independent compensation consultant.

In connection with its retention of Pay Governance, the Committee considered the following factors in assessing Pay
Governance’s independence:
• Pay Governance does not provide any services to Martin Marietta other than compensation advisory services.
• The compensation paid to Pay Governance is less than 1% of Pay Governance’s revenues.
• Pay Governance has business ethics and insider trading and stock ownership policies, which are designed to avoid
conflicts of interest.
• Pay Governance employees supporting the engagement do not own Martin Marietta securities.
• Pay Governance employees supporting the engagement have no business or personal relationships with members of the
Compensation Committee or with any Martin Marietta executive officer.

The nature and scope of Pay Governance’s engagement was determined by the Committee and not limited in any way by
management. The Committee also considered Pay Governance Global Business Standards intended to address potential
conflicts of interests with respect to their executive compensation consulting services and the other factors required to be
considered by applicable SEC and NYSE rules in approving the Committee’s engagement of Pay Governance for 2022.
Based on this review, the Committee did not identify that Pay Governance had any conflicts of interest that would prevent
Pay Governance from independently advising the Committee. Pay Governance did not provide any additional services
beyond those relating to director and executive officer compensation in an amount in excess of $120,000 in 2022.

Practice Regarding Timing of Equity Grants

The stock purchase awards under our Incentive Stock Plan and the PSUs and RSUs awarded under our LTI program, each
as described above, were granted in 2022 at the Committee’s regularly scheduled meetings in February following the
availability of financial results for the prior year. Newly hired executive officers may, subject to the discretion of the
Committee, receive an award of RSUs as of the date of their hire. The number of such RSUs is based on the average
Martin Marietta stock price for the 20-day period ending on the date of the grant or the first date of employment,
whichever is later. The Committee’s schedule is determined several months in advance and the proximity of any awards to
earnings announcements or other market events is coincidental.

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