Page 81 - Martin Marietta - 2024 Proxy Statement

GRANTS OF PLAN-BASED AWARDS / EXECUTIVE COMPENSATION

5 The amounts in column (h) reflect the aggregate increase in the actuarial present value of the named executive officer’s accumulated benefits during 2023, 2022 and 2021,
respectively, under all defined benefit retirement plans established by Martin Marietta determined using interest rate and mortality rate assumptions consistent with those
used in Martin Marietta’s financial statements and include amounts which the named executive officer may not currently be entitled to receive because such amounts are
not vested.
6 The amount shown in column (i) for 2023 reflects for each named executive officer: matching contributions allocated by Martin Marietta to each of the named executive
officers pursuant to the Savings and Investment Plan, which is more fully described on page 72 under the heading “Retirement and Other Benefits” in the following
amounts: Mr. Nye, $11,550; Mr. Nickolas, $11,550; Ms. Bar, $11,550; Mr. Cardin, $11,550, and Mr. Petro, $11,550; the value attributable to life insurance benefits
provided to the named executive officers, which is more fully described on page 72 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye,
$14,800; Mr. Nickolas, $5,382; Ms. Bar, $19,812; Mr. Cardin, $4,912; and Mr. Petro, $652 the value attributable to personal use of leased automobiles provided by Martin
Marietta in the following amounts: Mr. Nye, $10,387; Mr. Nickolas, $12,322; Ms. Bar, $15,357; Mr. Cardin, $17,524; and Mr. Petro, $13,474. These values are included as
compensation on the W-2 of named executive officers who receive such benefits. Each such named executive officer is responsible for paying income tax on such amount.
7 Mr. Cardin and Mr. Petro were not named executive officers for purposes of the Summary Compensation Table in 2021 or 2022.

Grants of Plan-Based Awards
The table below shows each grant of an award made to a named executive officer in the fiscal year ended December 31,
2023. This includes equity awards made to the named executive officers under the Stock Plan and the Incentive Stock Plan.

Grants of Plan-Based Awards Table

All Other Stock Grant Date
Awards: Fair Value of
Estimated Future Payouts Under Estimated Future Payouts Under Equity Number of Stock and
Non-Equity Incentive Plan Award Incentive Plan Awards Shares of Option
Stock or Awards 4
Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Units (#) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
C. Howard Nye 02/23/24 1 1,439,200 5,250,000 1,406 5,126 771,444
02/24/23 2 4,122 10,305 24,732 4,047,083
02/24/23 3 8,431 3,052,696
James A. J. Nickolas 02/23/24 1 680,500 7,500,000
02/24/23 2 727 1,817 4,361 713,590
02/24/23 3 1,487 538,413
Roselyn R. Bar 02/23/24 1 480,725 5,250,000 470 5,126 257,880
02/24/23 2 738 1,844 4,426 724,194
02/24/23 3 1,509 546,379
Robert J. Cardin 02/23/24 1 387,506 7,500,000
02/24/23 2 345 861 2,067 338,141
02/24/23 3 705 255,266
Michael J. Petro 02/23/24 1 357,000 7,500,000
02/24/23 2 318 794 1,906 311,828
02/24/23 3 650 235,352

1 The amounts shown in this row reflect the annual bonus that could have been earned in 2023, payable in 2024, pursuant to the Executive Cash Incentive Plan. For each
named executive officer, column (c) reflects no award would be earned if the threshold level is not achieved, provided that the minimum amount for the payout will be 50%
of target if the Company successfully pays an unreduced dividend in the year and records positive Net Earnings Attributable to Martin Marietta and the minimum amount for
the payout will be 100% of target if the criteria for the 50% minimum payout level are met and the Company’s one-year operating margin ranks in the top three of six
direct publicly traded peers. The amounts shown in columns (d) and (e) reflect the portion of the annual bonus that would have been paid in cash if, respectively, target and
maximum performance was achieved for the year (i.e., after reduction for the total portion that would be deferred pursuant to the Incentive Stock Plan pursuant to voluntary
deferrals). The amounts shown in columns (g) and (h) reflect the portion of the annual bonus that would have been deferred pursuant to the Incentive Stock Plan if,
respectively, target and maximum performance was achieved for the year, inclusive of the 20% discount. Participants in the Incentive Stock Plan for 2023 were approved on
May 11, 2023. These awards are discussed under the heading “Annual Incentive Feature: Stock Purchase Plan” on page 63. The actual amounts paid are reflected in the
Summary Compensation Table on page 74.
2 The amounts shown in columns (f), (g) and (h) reflect the threshold, target and maximum, respectively, levels of PSUs payable if the performance measurements are satisfied
in the period 2023-2025. These awards are discussed under the heading “2023 Long-Term Incentive Compensation” on pages 63-64.
3 The amounts shown in column (i) reflect the number of RSUs granted in 2023 to each of the named executive officers pursuant to the Stock Plan. These awards are
discussed under the heading “2023 Long-Term Incentive Compensation” on pages 63-64. These awards are also included in column (e) of the Summary Compensation
Table on page 74.
4 The amounts shown in column (l) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. No options to purchase shares of
Martin Marietta’s common stock were granted in 2023.

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