Page 49 - Martin Marietta - 2025 Proxy Statement

/ SUMMARY OF OUR COMPENSATION CONSIDERATIONS

• Disclosed Threshold and Maximum goals in addition to disclosure of targets thereby improving disclosure,
providing greater comparability to peers and providing 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

We consider the input of our shareholders, along with emerging best practices, to
ensure alignment of our executive pay programs with shareholder interests. At
our 2024 Annual Meeting of Shareholders, 95% of the shares cast voted in favor
of the advisory vote on executive compensation, or Say On Pay vote. Our robust
shareholder engagement program and the changes that we have made in light of
feedback that we received demonstrates a high level of responsiveness to the
needs and concerns of our shareholders, and our shareholders are supportive of
the changes that we have made.

Our 2024 Performance
Building on prior-year success and continuing to demonstrate the resiliency and strength of our business and strategic
plan, 2024 proved to be another record year for enterprise excellence, including the safest year on record for Martin
Marietta and strong financial performance despite inclement weather and a private construction slowdown. While we
experienced pressures on revenues, EBITDA and earnings per share, we achieved another year of double-digit organic
aggregates unit profitability growth. More specifically, our total aggregates gross profit per ton increased 9% and organic
aggregates gross profit per ton was up 13%, driven by contributions from acquired operations and underpinned by our
value-over-volume strategy. Despite the headwinds of inclement weather, softening construction demand in both
nonresidential and residential sectors and tighter-than-expected monetary policy, we continued to execute on our strategic
priorities. Our performance reflects the efficacy of our value-over-volume strategy, focus on operational and commercial
excellence, and diversified geographic footprint. We also continued to deliver world-class safety performance. For the
fourth-consecutive year, our Total Injury Incident Rate (TIIR) surpassed the world class benchmark, while our Lost Time
Incident Rate (LTIR) exceeded the world-class level for the eighth-consecutive year. Additionally, we continued to execute
on our latest five-year strategic plan, Strategic Operating Analysis and Review (SOAR 2025), completing over
$3 billion of non-core asset divestitures to partially fund approximately $7 billion of aggregates-led acquisitions over the
four-year period since SOAR 2025 was adopted. Despite the economic and weather headwinds in 2024, we continue to
maintain industry-leading total shareholder returns (TSR) over the SOAR 2025 period. Since the start of SOAR 2025 on
January 1, 2021, we have generated TSR of 87% as compared to the S&P 500’s TSR of 66%. This strong performance

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