Page 76 - Martin Marietta - 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / STOCK-BASED AWARDS GENERALLY

Stock-Based Awards Generally
All of Martin Marietta’s active equity-based award plans have been approved by shareholders. Our Stock Plan requires a
minimum vesting period of 12 months for restricted stock or RSUs and a minimum vesting period of 36 months for stock
options or stock appreciation rights (SARs). The Company has not issued SARs and has not issued stock options since
2015.

Stock Ownership Requirements
In 2018, the Board adopted robust formal Stock Ownership Guidelines for executive officers and members of the Board of
Directors. These require the following ownership levels as a multiple of base salary or annual cash retainer, as applicable:

Annual Base
Title Salary Multiple
Chair, President and CEO 7 times
Other Executive Officers 5 times
Other Members of the Board of Directors 5 times

The following types of equity instruments count in determining stock ownership for purposes of these guidelines:
• Shares owned separately by the covered person or owned either jointly with, or separately by, his or her immediate
family members residing in the same household;
• Shares held in trust for the benefit of the covered person or his or her immediate family members;
• Shares purchased on the open market;

• Shares obtained through stock option exercise (and not thereafter sold);
• Vested shares pursuant to RSUs;
• Unvested RSUs;
• Shares held pursuant to deferred stock unit plans for Directors or executive officers; and

• Shares acquired under the Company’s Savings and Investment Plan and similar plans or arrangements

Covered persons who are employees are expected to meet these requirements within five years of the later of becoming a
covered person or the date of adoption of the policy, whichever is later. Until such time as such covered person has met
these requirements, he or she is expected to retain 50% of any shares of common stock received upon vesting of RSUs,
deferred stock unit awards, PSUs, the exercise of stock options, and other similar equity awards, net of amounts withheld
to pay taxes and the exercise price of stock options until the applicable Guideline level is met.

Stock ownership does not include vested or unvested stock options, unvested PSUs and vested or unvested stock
appreciation rights.

All of the Company’s executive officers and members of the Board of Directors are in compliance with the Stock
Ownership Guidelines.

We also require a holding period of annual cash incentive compensation converted to Martin Marietta share equivalents as
described below, with vesting generally in three years. There is no additional holding period beyond the vesting date,
however a significant portion of the executive compensation program is in the form of equity awards that vest over three
years generally.

Our CEO and executive officers can invest a portion of each year’s cash bonus award, up to 50%, in common stock units
of Martin Marietta. Stock is purchased at a 20% discount to the price on the grant date to account for the additional risk
of taking a common stock unit payment in lieu of a risk-free cash payment.

70 2024 PROXY STATEMENT