Page 50 - Martin Marietta - 2024 Proxy Statement

Summary of Our Compensation Considerations
Overall, the Company had another exceptional year, realizing record financial results, achieving world-class safety incident
rates, and making significant progress on our long-term strategic plan. This CD&A describes how our executive
compensation philosophy and the pay programs applicable to our NEOs in 2023 help to drive our strategy and
performance. The fundamental objectives of our executive compensation program are to motivate our executive team,
align pay with performance, attract and retain high-performing talent, and drive shareholder value. These objectives were
achieved in 2023 as our incentive programs paid out commensurate with our strong performance. The compensation
programs described below have been developed and are overseen by the Committee to promote the achievement of these
objectives and reflect the considerations described below.

Responsiveness to Shareholders: Shareholder Engagement and Feedback on Executive
Compensation Programs

Avenues of engagement Discussion highlights
We hold in-person and/or virtual meetings with investor › Company strategy, including acquisitions and
groups across the globe divestitures
We conduct quarterly conference calls with analysts › Financial and operating performance
› Commercial and operational excellence goals
We engage with investors continually through
meetings, calls, written correspondence, and emails › Safety, environment and sustainability
We report investor feedback to the Committee and the › Inclusion and engagement efforts
Board to assist in aligning pay and performance › Board oversight, refreshment and diversity
We implemented a formal Fall Engagement Program › Executive compensation

Our Board, the Committee and our Chair and Chief Executive Officer alongside our top executive management team from
Legal, Finance, Human Resources and Investor Relations have a robust shareholder engagement program in place. This
program is active year-round and accepts requests for engagement from shareholders and proactively reaches out to
initiate dialogue with our shareholders on topics that are important to the Company.

Our advisory vote on executive compensation (Say On Pay) received a lower-than-expected vote at the 2023 Annual
Meeting. In response, the Committee sought shareholder views on our executive compensation program in order to make
appropriate changes. The shareholder engagement team described above embarked on a comprehensive engagement
effort, reaching out to over 30 of our top shareholders, representing approximately 64% of outstanding shares, for their
feedback in regard to our executive compensation and other matters. We continued those discussions throughout the year
and commenced a Fall Engagement Program in October 2023 to discuss actions that the Committee had taken in response
to initial shareholder feedback and to ensure that any actionable feedback could be better incorporated into the
Committee’s discussions and decisions for fiscal 2023 and beyond. As part of our Fall Engagement Program, we reached
out to over 40 of our top shareholders, representing approximately 66% of our outstanding shares.

44 2024 PROXY STATEMENT