Page 76 - Martin Marietta - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / PRACTICE REGARDING TIMING OF EQUITY GRANTS

Our practice with regard to the timing of equity grants is:
• No equity award may be backdated. A future date may be used if, among other reasons, the Committee’s action occurs
in connection with a new employee who has not yet commenced employment.
• Proposed equity awards are presented to the Committee in February of each year. Off-cycle awards may be considered
in the Committee’s discretion in special circumstances, which may include hiring, retention or acquisition transactions.

In addition, our existing stock award plan prohibits repricing of stock options or paying cash for underwater stock options.

Perquisites

Martin Marietta provides executives with perquisites that the Committee believes are appropriate, reasonable and
consistent with its overall compensation program to better enable Martin Marietta to attract and retain superior employees
for key positions. The Committee periodically reviews the types and levels of perquisites provided to the NEOs. The value of
each of the NEO’s perquisites, determined in accordance with SEC rules, is included in the annual compensation set forth
in the Summary Compensation Table.

In 2022, we provided personal use of leased automobiles to NEOs. We pay for the insurance, maintenance and fuel for
such vehicles, and the value of personal mileage and use is charged to the NEO as imputed income. We make the
company-owned aircraft available to the CEO and other senior executives for business travel. If the NEO is accompanied by
his or her spouse on such trips, that use is included in the NEO’s taxable income for the year and the incremental cost, if
any, is included as “All Other Compensation” in the Summary Compensation Table required to be included in our Proxy
Statement for that year.
Martin Marietta also provides to executive officers, as well as most other salaried employees, certain other fringe benefits
such as tuition reimbursement, airline club dues, professional society dues, and food and recreational fees incidental to
official company functions. We do not provide other perquisites, such as country club memberships or financial planning
services, to the NEOs or other employees.

Retirement and Other Benefits

In order to maintain market competitive levels of compensation, we provide retirement and other benefits to the NEOs and
other employees, including:
• Medical and dental benefits

• Life, accidental death and disability insurance
• Pension and savings plans

The benefits under the defined benefit pension plan are more valuable for employees who remain with Martin Marietta for
longer periods, thereby furthering our objectives of retaining individuals with more expertise in relevant areas and who can
also participate in management development for purposes of executive succession planning. All of Martin Marietta’s
salaried employees in the United States are eligible to participate in our retirement and other plans, and the NEOs
participate in the plans on the same terms as Martin Marietta’s other salaried employees.

Additional information regarding these benefits is under the heading Pension Benefits Table on page 78 and the
accompanying narrative.

Potential Payments upon Termination or Change of Control
We do not have written employment agreements with executives. Instead, each of our NEOs has a change of control
severance agreement (an Employment Protection Agreement) that provides for retention and continuity in order to
minimize disruptions during a pending or anticipated change of control. The agreements are triggered only by a qualifying
termination of employment in connection with a change of control. Martin Marietta’s equity-based award plans and
retirement plans also provide for certain post-termination payments and benefits. The Committee believes these payments

70 2023 PROXY STATEMENT