Page 58 - Martin Marietta - 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / PAY DECISIONS AND COMPENSATION GOVERNANCE PRACTICES

WHAT WE DON’T DO NO
No employment None of our NEOs or other executive officers have employment contracts that guarantee
contracts continued employment.

No dividends on Our 2024 RSU and PSU awards granted through our Long-Term Incentive (LTI) Plan require
unvested awards three years to fully vest and dividends paid on shares of common stock of Martin Marietta
during the vesting period are only paid to award holders if and when an award vests.
No pledging of shares Our directors and executive officers are not permitted to pledge Martin Marietta shares as
collateral for loans or any other purpose.

No hedging We prohibit directors and executive officers from engaging in short sales of Martin Marietta
stock or similar transactions intended to hedge or offset the market value of Martin Marietta
stock owned by them.
No 280G gross-ups We do not provide executives with Section 280G excise tax gross-ups.

No single trigger Equity awards will not automatically vest as a result of a change in control.
equity vesting
Minimal executive We do not provide NEOs with country club reimbursements, personal use of the Company
perquisites aircraft unrelated to business travel, or other excessive perks.

Determination of CEO Compensation
At each February Committee meeting, without the CEO present, the Committee reviews and evaluates CEO performance,
and determines achievement levels for the prior year. At this meeting, the Committee also discusses an evaluation of the
CEO’s performance, competitive compensation data, and salary and annual incentive pay recommendations with the
independent members of the Board. In addition, the Committee reviews and discusses an award of RSUs and the target
PSU grant size for the CEO at that meeting, which is also discussed with the independent members of the Board. The
Committee’s independent compensation consultant provides the Committee with comparative compensation, background
materials and analysis, and its recommendation in connection with these determinations.

CEO Target Opportunity Mix*

Elements of Fixed vs. Short-Term vs. Cash vs.
Compensation Variable Long-Term Equity

• Base Salary 11% • Fixed 11% • Short-Term 34% • Cash 27%
• Annual Incentive 23% • Variable 89% • Long-Term 66% • Equity 73%
• Long-Term Incentive 66%

* We consider base salary and annual incentives as short-term pay and PSUs and RSUs as long-term incentive (LTI) pay. We do not include retirement or
other compensation components in the chart.

52 2025 PROXY STATEMENT