Page 79 - Martin Marietta - 2024 Proxy Statement

RETIREMENT AND OTHER BENEFITS / COMPENSATION DISCUSSION AND ANALYSIS

The benefits under the defined benefit pension plan are more valuable for employees who remain with Martin Marietta for
longer periods, thereby furthering our objectives of retaining individuals with more expertise in relevant areas and who can
also participate in management development for purposes of executive succession planning. All of Martin Marietta’s
salaried employees in the United States are eligible to participate in our retirement and other plans, and the NEOs
participate in the plans on the same terms as Martin Marietta’s other salaried employees.

Additional information regarding these benefits is under the heading Pension Benefits Table on page 80 and the
accompanying narrative.

Potential Payments upon Termination or Change of Control

We do not have written employment agreements with executives. Instead, each of our NEOs has a change of control
severance agreement (an Employment Protection Agreement) that provides for retention and continuity in order to
minimize disruptions during a pending or anticipated change of control. The agreements are triggered only by a qualifying
termination of employment in connection with a change of control. Martin Marietta’s equity-based award plans and
retirement plans also provide for certain post-termination payments and benefits. The Committee believes these payments
and benefits are also important to align the interests of the executive officers with the interests of the shareholders
because the agreements will reduce or eliminate the reluctance to pursue potential change of control transactions that
may ultimately lead to termination of their employment but would otherwise be in the best interests of our shareholders.
The Employment Protection Agreements are described on page 82 of this Proxy Statement.

Tax and Accounting Implications
In administering the compensation program for NEOs, for awards made in 2023 the Committee considered tax
consequences, including the limit on deductibility on compensation in excess of $1 million to certain executive officers
under Section 162(m) of the Internal Revenue Code and the consequences under financial accounting standards.

While the Committee considers the tax deductibility as one factor in determining executive compensation, the Committee
also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it
determines to be consistent with the goals of our executive compensation program to attract talent, promote retention, or
recognize and reward desired performance even if the awards are not deductible for income tax purposes.

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