Page 94 - Martin Marietta - 2023 Proxy Statement

Proposal 3: Advisory Vote on the Compensation of

Our Named Executive Officers

Public companies are required to provide their shareholders with a periodic opportunity to endorse or not endorse their
executive officer pay program and policies. The Board of Directors has elected to do so annually and intends to present the
following non-binding resolution for approval by shareholders at the Annual Meeting:
“RESOLVED, that the shareholders approve, on an advisory basis, the overall compensation paid to Martin Marietta’s
named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement in the
Compensation Discussion and Analysis and in the narrative and tabular disclosure under the heading “Executive
Compensation.”

Shareholders are urged to read the Compensation Discussion and Analysis and consider the various factors regarding
compensation that are discussed. We believe that our executive compensation program is reasonable, competitive and
strongly focused on pay-for-performance principles. Our executive compensation policies have enabled us to implement
our compensation philosophy and achieve its goals. We believe that compensation awarded to our named executive
officers in 2022 was appropriate and aligned with 2022 performance and positions us for growth in future years. The
results of the vote on this resolution are advisory and will not be binding upon the Board of Directors. However, the Board
values our shareholders’ opinions, and consistent with our record of shareholder engagement, will consider the outcome
of the vote in making future executive compensation decisions. The next such vote will occur at the 2024 Annual Meeting.

The Board Unanimously Recommends a Vote “FOR” this Proposal 3

88 2023 PROXY STATEMENT