Page 96 - Martin Marietta - 2024 Proxy Statement

Securities Authorized for Issuance Under Equity
Compensation Plans

The following table shows information as of December 31, 2023 regarding Martin Marietta’s compensation plans that
allow Martin Marietta to issue its equity securities. Martin Marietta’s equity compensation plans consist of the Amended
and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the Directors’ Plan), the Stock
Plan, the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the Stock-Based Award Plan),
under which the Incentive Stock Plan was adopted, the Martin Marietta Materials, Inc. Amended Omnibus Securities
Award Plan (the Omnibus Securities Award Plan), and the Martin Marietta Materials, Inc. Shareholder Value Achievement
Plan (the Achievement Plan). Martin Marietta’s shareholders have approved all of these plans. Martin Marietta has not
entered into any individual compensation arrangements that would allow it to issue its equity securities to employees or
non-employees in exchange for goods or services.

Equity Compensation Plan Information

Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
warrants, and rights warrants, and rights column (a)
Plan Category (a) (b) 2 (c)
Equity compensation plans approved by shareholders 332,222 1 $252.95 750,381 3
Equity compensation plans not approved by shareholders 0 2 0 0
TOTAL 332,222 $252.95 750,381

1 Includes 6,103 stock options that have a weighted-average exercise price of $144.14; 308,793 restricted stock units that have a $0 exercise price; and
17,326 stock units granted in accordance with the Incentive Stock Plan that are credited to participants at an average weighted cost of $291.27. The
restricted stock units and stock units granted in accordance with the Incentive Stock Plan represent Martin Marietta’s obligation to issue shares in the
future subject to certain conditions in accordance with the Stock-Based Award Plan.
2 The weighted-average exercise price does not take into account the restricted stock units and stock units for which there is no exercise price.
3 Includes shares of Martin Marietta’s common stock available for issuance (other than those reported in column (a)) under Martin Marietta’s equity
compensation plans as of December 31, 2023 in the following amounts: Directors’ Plan (132,898 shares), Stock-Based Award Plan (409,508 shares),
and Achievement Plan (207,975 shares). Also excludes Texas Industries Inc. stock-based award plans (1,897,770 shares). The Directors’ Plan provides
that nonemployee directors may elect to receive all or a portion of their fees in the form of common stock. Under the Achievement Plan, awards can be
granted to key senior employees based on certain common stock performance over a long-term period. No awards have been granted under this plan
since 2000.

On July 1, 2014, in conjunction with the merger of TXI into a wholly-owned subsidiary of Martin Marietta, the Company
assumed the TXI 2004 Omnibus Equity Compensation Plan (TXI Legacy Plan) and TXI’s Management Deferred
Compensation Plan (the TXI DC Plan) and shares available for future issuance under the TXI Legacy Plan and the TXI DC
Plan following the merger.

Description of the TXI Legacy Plan
The TXI Legacy Plan became effective as of July 11, 2012 terminated on July 11, 2022. All legacy employees of TXI and its
affiliates and subsidiaries were eligible to receive awards. However, no further awards were granted under the TXI Legacy
Plan, as indicated by management in connection with the approval by shareholders of the Amended and Restated Stock-
Based Award Plan on May 19, 2017.

If Martin Marietta is dissolved or liquidated, or if substantially all of its assets are sold or there is a merger or consolidation
and the acquiring or surviving entity does not substitute equivalent awards for the awards then outstanding, each award
granted under the TXI Legacy Plan will become fully vested and exercisable and all restrictions on it will lapse. All options
and stock appreciation rights not exercised upon the occurrence of such a corporate event will terminate, and the
Company may, in its discretion cancel all other awards then outstanding and pay the award holder its then current value
as determined by the Committee.

90 2024 PROXY STATEMENT