Page 17 - Martin Marietta - 2025 Proxy Statement

/ PROXY

Effective Shareholder Engagement

Avenues of engagement Discussion highlights
We hold in-person and/or virtual meetings with › Company strategy, including acquisitions and
investor groups across the globe divestitures
We conduct quarterly conference calls with analysts › Financial and operating performance
We engage with investors continually through › Commercial and operational excellence goals
meetings, calls, written correspondence, and emails › Safety, environment and sustainability
We report investor feedback to the Management › Board oversight, refreshment and composition
Development and Compensation Committee and the › Executive compensation
Board to assist in aligning pay and performance
We conduct a Fall Engagement Program

Our Board, Management Development and Compensation Committee, Chair and Chief Executive Officer alongside our
top executive management team from Legal, Finance, and Investor Relations have a robust shareholder engagement
program in place. This program is active year-round and accepts requests for engagement from shareholders and also
proactively reaches out to initiate dialogue with our shareholders on topics that are important to the Company.

The Company conducts an annual Fall Shareholder Engagement Program. As part of this program, the shareholder
engagement team described above embarks on a comprehensive engagement effort. In 2024, this team reached out to
over 50 of our top shareholders, representing approximately 75% of outstanding shares for their feedback on a variety
of topics including our business, strategy, health and safety, commercial and operational excellence, sustainability
initiatives and executive compensation. PROXY HIGHLIGHTS

We have a history of robust shareholder responsiveness. In prior years, we have made other meaningful changes to our
sustainability disclosures and compensation program based on feedback from shareholders including:
• Submission of responses and additional information to Climate Action 100+.
• Setting a Net Zero GHG Emissions Ambition by 2050.
• Participated in CDP Climate and Water surveys, as well as related supply chain and plastics modules.

• Submitted commitment letter to develop and submit science-based targets within 24 months to the Science
Based Targets initiative and began gathering Scope 3 emissions.
• Submitted feedback and validation data to Sustainalytics and received updated scoring.

• Added a Task Force on Climate-related Financial Disclosures (TCFD) Alignment Index and a Sustainability
Accounting Standards Board (SASB) Index to our Sustainability Report.
• Adopted a formulaic program for our Short Term Incentive (STI) providing a strong link between pay and
performance while reducing discretion
• Disclosed Threshold and Maximum goals in addition to disclosure of targets thereby improving disclosure,
providing greater comparability to peers and greater transparency for shareholders as to how the Company measures
performance and how different levels of performance align with payouts for executives
• Eliminated excise tax gross-up in executive officers’ Employment Protection Agreements

• Eliminated walk-right and value of perks in the severance calculation in executive officers’ Employment
Protection Agreements and decided not to include these provisions in future Employment Protection Agreements
• Eliminated single-trigger vesting for equity awards

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