Page 147 - Martin Marietta - 2025 Proxy Statement

NOTES TO FINANCIAL STATEMENTS (Continued)
Postretirement and Postemployment Benefits. The Company provides otherpostretirement benefits for certainemployees,
including medicalbenefits for retirees andtheir spousesand retireelife insurance. Employees starting on or afterJanuary 1, 2002
are noteligible forpostretirement welfare plans. Postretirement medicalbenefitsare paid from the Company's assets. The
obligation, if any, for retiree medical payments issubject to theterms of the plan. At December 31, 2024 and 2023, the Company's
recorded benefitobligation related to thesebenefitstotaled $7 millionand $8 million, respectively. The Companyalsoprovides
certainbenefits, such as disability benefits, to former or inactive employees afteremployment but before retirement.

Defined Contribution Plan. The Company maintainsa definedcontributionplanthatcoverssubstantially allemployees. Thisplan,
qualifiedunderSection 401(a) of the Internal Revenue Code, isa retirement savingsand investment plan forthe Company’s
salariedand hourly employees. Undercertain provisions of the plan, the Company matchesemployees’eligiblecontributions at
established rates. The Company’s matchingobligations were $22 millioninboth 2024 and 2023, and $23 millionin2022.

Note K: Stock-Based Compensation
On May 19, 2016, the Company’s shareholders approved theMartinMariettaAmendedand Restated Stock-BasedAward Plan.
The Martin Marietta Materials, Inc. Stock-BasedAward Plan, asamended from time to time, along with theAmendedOmnibus
SecuritiesAward Plan,originallyapproved in 1994 (collectively, thePlans), arestill effective for awards made priorto2017. The
Company hasbeen authorized by the Board of Directorsto repurchasesharesof the Company’scommonstock for issuance under
the stock-basedaward plans(seeNote M).

The Company grants restricted stockawardsunderthe Planstoa groupof executive officers,key personneland nonemployee
members of the Board of Directors. Thevesting of certain restrictedstock awards is basedoncertain performancecriteriaovera
specifiedperiodof time. Thenumberof shares may be increasedtothe maximumorreduced to the minimum thresholdbased on
the results of thosecriteria. In addition,certain awards are granted to individuals to encourage retention and motivatekey
employees. These awards generally vest if theemployee iscontinuously employed over aspecified period of time and require no
payment from theemployee. Awards grantedtononemployee membersof the BoardofDirectors vest immediately.

The fair valueof stock-based awardgrants isexpensedoverthe vestingperiod. Awards to employees eligible for retirementprior
to theaward becoming fullyvestedare expensed over the periodthrough thedatethatthe employee first becomes eligible to
retireand is no longer requiredto provide servicetoearnthe award. Awards grantedtononemployee membersof the Boardof
Directors areexpensed immediately.

Additionally, anincentive compensation stockplanhas been adoptedunder thePlans whereby certain participants may elect to
use up to 50% of theirannual incentive compensation to acquire units representing shares of the Company’s commonstock at a
20% discount to the market value on thedateof the incentivecompensationaward.Participants receive unrestrictedsharesof
commonstock in an amount equaltotheir respective units generallyatthe endof a 34-monthperiodof additionalemployment
fromthe date of awardorat retirement beginning at age62. All rightsof ownership of thecommonstock convey to the participants
uponthe issuance of their respectivesharesatthe endof the ownership-vestingperiod.
The following tablesummarizes information for restrictedstock awards and incentive compensation stockawards for 2024:

Restricted Stock - Restricted Stock -
Service Based Performance Based Incentive Compensation Stock
Weighted- Weighted- Weighted-
Average Average Average
Number of Grant-Date Number of Grant-Date Number of Grant-Date
Awards Fair Value Awards Fair Value Awards Fair Value
January 1, 2024 210,643 $ 289.26 98,150 $ 384.02 17,326 $ 364.09
Awarded 46,323 $ 553.17 29,746 $ 595.00 11,543 $ 548.68
Distributed (60,143 ) $ 307.63 (81,439 ) $ 352.52 (12,760 ) $ 389.15
Forfeited (5,289 ) $ 389.70 (5,490 ) $ 443.71 (566 ) $ 400.15
Adjustment forperformance — $ — 47,537 $ 362.60 — $ —
December 31, 2024 191,534 $ 370.27 88,504 $ 468.71 15,543 $ 497.76

024 Annual Report ♦ Page 39