Page 51 - Martin Marietta - 2024 Proxy Statement

/ SUMMARY OF OUR COMPENSATION CONSIDERATIONS

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 (STI) No concern with overall In light of shareholder ✓ Provides a strong link
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
regarding performance for 2023 STI awards with ✓ Improves disclosure
metrics and applicable the 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)
• 20% is based on
achievement of safety
and ESG metrics
• An assessment of
individual performance
may provide for an
adjustment of +/-20%.
Long Term Incentive – Vested Recognized that the targets In addition to disclosure of ✓ Improves disclosure
Awards and formula were disclosed; targets, the Threshold ✓ Provides greater
no concern with program. and Maximum goals are comparability
also disclosed.
Long Term Incentive – Future Recognized that disclosure Performance metrics will ✓ Balances disclosure needs
Awards of forward-looking continue to be disclosed of shareholders with the
performance metrics is following vesting of the risk of competitive harm
competitively sensitive and awards. through disclosure of
satisfied with disclosure at forward-looking
vesting. performance metrics

We consider the input of our shareholders, along with emerging best practices,
to ensure alignment of our executive pay programs with shareholder interests.
At our 2023 Annual Meeting of Shareholders, 74% of the shares cast voted in
favor of the advisory vote on executive compensation, or Say On Pay vote. Our
robust shareholder engagement program and the changes that we have made in
light of feedback that we received demonstrates a high level of responsiveness
to the needs and concerns of our shareholders. Our shareholders are supportive
of the changes that we have made.

In addition, we received a shareholder proposal with respect to our 2023 Annual Meeting of Shareholders requesting the
establishment within a year of greenhouse gas (GHG) reduction targets that received 32% support from our shareholders.

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