Page 18 - Martin Marietta - 2024 Proxy Statement

PROXY /

In connection with our lower than expected Say On Pay vote, the following table describes shareholder feedback
(“What We Heard”), our actions (“What We Did”) and the impact of the actions (“Why This is Important”) in
connection with shareholder feedback regarding our Say On Pay vote.
Shareholder Feedback Action Impact of Action
(“What We Heard”) (“What We Did”) (“Why This is Important”)
Short Term Incentive No concern with overall In light of shareholder ✓ Provides a strong link
(STI) program and link to feedback and our lower between pay and
performance; desires a than usual Say On Pay performance
more formulaic plan and approval, a formulaic ✓ Reduces discretion
additional disclosure program was adopted for
✓ Improves disclosure
regarding performance 2023 STI awards with the
metrics and applicable following features:
weightings.
• 80% is based on
achievement of financial
metrics (50% Adjusted
Cash Gross Profit and
30% SG&A as a
Percentage of Total
Revenue)
PROXY HIGHLIGHTS • An assessment of
• 20% is based on
achievement of safety and
ESG metrics

individual performance
may provide for an
adjustment of +/-20%
Long Term Incentive – Recognized that the targets In addition to disclosure of ✓ Improves disclosure
Vested Awards and formula were disclosed; targets, the Threshold and ✓ Provides greater
no concern with program. Maximum goals are also comparability
disclosed.

Long Term Incentive – Recognized that disclosure Performance metrics will ✓ Balances disclosure
Future Awards of forward-looking continue to be disclosed needs of shareholders
performance metrics is following vesting of the with the risk of
competitively sensitive and awards. competitive harm
satisfied with disclosure at through disclosure of
vesting. forward-looking
performance metrics

12 2024 PROXY STATEMENT