Page 57 - Martin Marietta - 2025 Proxy Statement

PAY DECISIONS AND COMPENSATION GOVERNANCE PRACTICES / SUMMARY OF OUR COMPENSATION CONSIDERATIONS

Category Resilience Assessment Criteria

6. Stakeholder • Leadership effectiveness
Engagement
• Frequently communicating and engaging with the Board to keep them well-informed and ensuring
questions are answered
• Ensuring open dialogue and transparency with shareholders, analysts, potential investors and other
stakeholders, including proactively responding to any shareholder proposals and other concerns
7. Sustainability • Community outreach efforts (disaster preparedness support, corporate giving, community
engagement)
• Focus on safety, as well as health of employees, customers and visitors
• Environmental compliance and enhanced disclosure and responsiveness regarding sustainability
goals
Overall • Holistic Assessment of the Above Criteria Resulting in Multiplier in Range of 0.75x - 1.25x

Pay Decisions and Compensation Governance Practices

A number of key 2024 compensation-related decisions resulted from our achievements, which are discussed more fully in
this section. The Committee believes that our executive compensation program continues to reflect a strong
pay-for-performance philosophy and is well aligned with the interests of shareholders. In addition, we believe that our
compensation practices are consistent with our pay decisions.

WHAT WE DO YES
Pay for performance Tie pay to performance by ensuring that a significant portion of NEO compensation is
performance-based and at-risk and is determined based on a formulaic approach.
Median compensation We generally aim to align all target compensation elements for our executives with the
targets median of our peer group companies. The peer group is confirmed by the Committee on an
annual basis.
PSUs are a substantial PSU grants, tied to our achievement of specified performance measures, comprised
portion of LTI approximately 55% of the total value of annual long-term incentive grants made to our NEOs
in 2024. RSUs comprised the remaining 45%.

Independent
compensation The Committee retains an independent compensation consultant.
consultant
Robust share We have robust stock ownership guidelines of 7 times base salary for the CEO, 5 times base
ownership salary for our other NEOs, and 5 times annual retainer for Directors. We also have an equity
requirements retention requirement of 50% of net shares paid as incentive compensation until ownership
guidelines are met.

Clawback policy We have a mandatory compensation recovery (clawback) policy that implements the SEC and
NYSE clawback rules and requires the Company to recover from its current and former
executive officers certain incentive compensation that is erroneously paid in connection with
an accounting restatement as well as a voluntary standalone policy allowing for recovery in
the event of a financial restatement as a result of misconduct.
Regular engagement
with shareholders We engage with shareholders to hear their views on compensation and other issues.

Annual elections All of our Directors stand for election each year.

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