Page 66 - Martin Marietta - 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / PSU AWARDS (55% OF LTI AWARD)

PSU Awards (55% of LTI Award)
One of our compensation objectives is to align the potential rewards to senior management with increases in shareholder
value. In that regard, the PSUs give the recipient the opportunity to receive Martin Marietta common stock if specific
performance goals are achieved, consisting of:
1) Adjusted earnings before Interest, Income Taxes, Depreciation, Depletion and Amortization (Adjusted EBITDA),
measuring profitability and comprising 67% of the total target award, and
2) Sales Growth, measuring growth and comprising 33% of the total target award.
3) In addition, relative Total Shareholder Return (rTSR) will act as a modifier for the performance such that Martin
Marietta’s performance will be measured against the S&P 500, and will modify the total award by a range of -20% to
+20%.
The following table summarizes the weighting of our PSU performance measures:

Cumulative Cumulative Relative TSR
Adjusted EBITDA Sales Growth Modifier
67% 33% +/-20%

Adjusted EBITDA and Sales Growth are two of the drivers of our performance and metrics of significance to our investors. The
total payout opportunity for PSUs in 2024 was 0% to 240%: 50% of target if the threshold level is satisfied, 100% of target
if the target level is satisfied, and 200% of target if the maximum level is satisfied. The rTSR modifier over the three-year
measurement period is then applied to the final award to adjust it up or down by up to 20%. The threshold must be satisfied
to receive PSUs for each performance metric. If the threshold is not met, none of the PSUs relating to that metric will vest.

Performance for each metric is measured independently, so PSUs can be earned as long as the threshold is satisfied for at
least one metric. The “Target” level is generally viewed as achievable although it has not been achieved every year. The
“Maximum” level is attainable if we outperform in the area measured. PSU payments are capped at the target level if
three-year TSR is negative.

The performance will be measured in February 2027 for the three-year period beginning January 2024 through December
2026 to determine if the Company’s (1) the three-year cumulative Adjusted EBITDA against the target identified in the PSU
Award Agreement, and (2) the three-year cumulative Sales Growth against the target identified in the PSU Award
Agreement are met. The payment amount will be further modified by the rTSR for the three-year period as against the
S&P 500, as set forth in the PSU Award Agreement. The Committee in its discretion may adjust the final award values only
as set forth in the Agreement, either collectively or on an individual basis, in recognition of factors that are unusual or
nonrecurring.

Over the three-year performance period, up to one-third of the target PSUs may be locked-in each year, subject to the
rTSR modifier, based on one-third of the three-year cumulative Adjusted EBITDA and Sales Growth goals. Each year, any
earned PSUs are not distributed until the end of the three-year measurement period when the cumulative three-year
performance is determined. The actual PSUs will equal the greater of the total PSUs earned for each of the annual periods
or the amount earned for cumulative three-year performance (capped at 200% of target). The final amount of earned
PSUs to be distributed is then subject to the three-year rTSR modifier.
The PSUs will convert to unrestricted common stock and be distributed to the extent that the performance goals have
been met, which will be determined in February 2027. These awards are also generally subject to continued employment
through the date the PSUs vest. The actual financial performance targets and achievement against those targets will be
disclosed at the end of the three-year performance period.

Selection of Relative TSR

We selected rTSR for the PSUs to measure our performance against the companies in the S&P 500 index. We recognize
that every industry faces different challenges and opportunities, and that the S&P 500 index does not perfectly correlate to

60 2025 PROXY STATEMENT