Page 82 - Martin Marietta - 2024 Proxy Statement

EXECUTIVE COMPENSATION / GRANTS OF PLAN-BASED AWARDS

Stock-based incentive awards have been a significant component of Martin Marietta’s management compensation. In
1998, the Board of Directors adopted and Martin Marietta’s shareholders approved the Stock Plan. In 2016, the Board of
Directors and the shareholders approved amendments to the plan increasing the number of shares of Martin Marietta’s
common stock available for equity awards. They also approved amendments to the plan designed to more directly tie long-
term compensation incentives to Martin Marietta’s performance and enhance flexibility in structuring long-term incentive
compensation packages by providing a mix of different types of long-term stock-based incentives. In addition, the
amendments provided that dividend equivalents that would have been paid in cash during the vesting period will be paid
only if and when an award vests.

As amended, the Stock Plan authorizes the Management Development and Compensation Committee to award stock
options, restricted stock and other stock-based incentive awards to employees of Martin Marietta for the purpose of
attracting, motivating, retaining and rewarding talented and experienced employees. Since 2016, Martin Marietta’s long-
term compensation program consists of a mix of RSUs and PSUs for senior level employees and other select employees.

Vesting of the PSU awards granted in 2023 is based on the achievement by Martin Marietta of performance measures
described under “2023 Long-Term Incentive Compensation” on pages 63-64.

A maximum of 5,800,000 shares of Martin Marietta’s common stock are authorized under the plan for grants to key
employees. Each award under the plan is evidenced by an award agreement setting forth the number and type of stock-
based incentives subject to the award and such other terms and conditions applicable to the award as determined by the
Committee. No employee may receive annual grants for more than 300,000 shares of common stock with respect to
(i) full-value awards or (ii) stock options or stock appreciation rights.

76 2024 PROXY STATEMENT