Page 72 - Martin Marietta - 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / 2023-2025 PERFORMANCE GOALS

2023 Performance Goals and Metrics
Relative TSR (Modifier +/- 20%)* Adjusted EBITDA (67%)*** Sales Growth (33%)
TSR Sales
Percentile Payout EBITDA Payout Growth Payout
Achievement Factor Achievement Factor** Achievement Factor**
≥ 75 th +20% (Maximum) Plan Level plus ≥ $.39B 200% (Maximum) Plan Level plus ≥ 8.0% 200% (Maximum)
50 th 0% adjustment (Target) Plan Level EBITDA 100% (Target) Plan Level 100% (Target)
≤ 25 th -20% (Threshold) Plan Level minus $1.57B 50% (Threshold) Plan Level minus 7.0% 50% (Threshold)
Plan Level minus > $1.57B 0% Plan Level minus > 7.0% 0%

* rTSR is calculated as (i) the average of our closing stock price over the final 20 trading days of the measurement period, minus the
average of our closing stock price over the first 20 trading days of the measurement period, plus the value of reinvested dividends
divided by (ii) the average of our closing stock price over the first 20 trading days of the measurement period, and is measured
against each of the companies in the S&P 500 index (excluding any Companies acquired during the measurement period).
** Threshold and maximum are a percentage of the target.
*** Adjusted EBITDA for this purpose is calculated in the same manner as set forth in the reconciliations as provided in Appendix B,
which includes adjustments for certain nonrecurring items in accordance with the award agreements.

2021-2023 PSU Award Payouts
PSUs that were granted in 2021 were structured similarly to the PSUs awarded in 2023. These PSUs vested on
December 31, 2023, because the applicable performance criteria were satisfied, and were certified and paid out in
February 2024. The PSU payouts for the three-year performance period ended December 31, 2023 were calculated by
comparing actual corporate performance for each metric for the period January 1, 2021 through December 31, 2023,
against a table of payment levels from 0% to 200% (with the 100% payout level being considered target) established at
the beginning of the performance period.

For the three-year performance period ended December 31, 2023, the maximum award of 240% of target was earned
based on the Company’s performance. The results were above the targeted level for each metric. Adjusted EBITDA
(weighted 67%) was $4.88 billion compared to our pre-established target of $4.13 billion and generated a 134%
weighted payout factor and Sales Growth (weighted 33%) was 37.64% compared to our pre-established target of 4.5%
and generated a 66% weighted payout factor. The rTSR modifier, which provides for an adjustment up or down of up to
20%, resulted in a 120% adjustment as our TSR over the three-year measurement period was at the 82.1 percentile of
S&P 500 companies over the same period. The awards are calculated pursuant to the provisions provided in the award
agreements. The Committee cannot make any adjustments to the final payout factor beyond the adjustments specified in
the award agreements.
Threshold Performance Maximum
Target Target Target Performance Weighted
Measure (50%) (100%) (200%) Result Weighting Payout Earned
Adjusted EBITDA $2.85B $4.125B $4.65B $4.88B 67% 134%
Sales Growth 3.0% 4.5% 9.0% 37.64% 33% 66%
th
th
th
Relative TSR 25 Percentile 50 Percentile 75 Percentile 82.1 Percentile +/-20% 120% of total award
Total Final Payout 240% of target

66 2024 PROXY STATEMENT