Page 68 - Martin Marietta - 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / 2024-2026 PERFORMANCE GOALS

2024 Performance Goals and Metrics
Relative TSR (Modifier +/- 20%)* Adjusted EBITDA (67%)*** Sales Growth (33%)
TSR Sales
Percentile Payout EBITDA Payout Growth Payout
Achievement Factor Achievement Factor** Achievement Factor**
≥ 75 th +20% (Maximum) Plan Level plus ≥ $0.55B 200% (Maximum) Plan Level plus ≥ 8.0% 200% (Maximum)
50 th 0% adjustment (Target) Plan Level EBITDA 100% (Target) Plan Level 100% (Target)
≤ 25 th -20% (Threshold) Plan Level minus $2.01B 50% (Threshold) Plan Level minus 4.0% 50% (Threshold)
Plan Level minus > $2.01B 0% Plan Level minus > 4.0% 0%

* rTSR is calculated as (i) the average of our closing stock price over the final 20 trading days of the measurement period, minus the
average of our closing stock price over the first 20 trading days of the measurement period, plus the value of reinvested dividends
divided by (ii) the average of our closing stock price over the first 20 trading days of the measurement period, and is measured
against each of the companies in the S&P 500 index (excluding any Companies acquired during the measurement period).
** Threshold and maximum are a percentage of the target.
*** Adjusted EBITDA for this purpose is calculated in the same manner as set forth in the reconciliations as provided in Appendix B,
which includes adjustments for certain nonrecurring items in accordance with the award agreements.

2022-2024 PSU Award Payouts
PSUs that were granted in 2022 were structured similarly to the PSUs awarded in 2024. These PSUs vested on
December 31, 2024, because the applicable performance criteria were satisfied, and were certified and paid out in
February 2025. The PSU payouts for the three-year performance period ended December 31, 2024 were calculated by
comparing actual corporate performance for each metric for the period January 1, 2022 through December 31, 2024,
against a table of payment levels from 0% to 200% (with the 100% payout level being considered target) established at
the beginning of the performance period.

For the three-year performance period ended December 31, 2024, the actual results were 233% of target. The results
were above the targeted level for each metric. Adjusted EBITDA (weighted 67%) was $6.02 billion compared to our
pre-established target of $5.36 billion and generated a 134% weighted payout factor and Sales Growth (weighted 33%)
was 33.14% compared to our pre-established target of 6.0% and generated a 66% weighted payout factor. The rTSR
modifier, which provides for an adjustment up or down of up to 20%, resulted in a 116.5% adjustment as our TSR over
the three-year measurement period was at the 70.6 percentile of S&P 500 companies over the same period. The awards
are calculated pursuant to the provisions provided in the award agreements. The Committee cannot make any adjustments
to the final payout factor beyond the adjustments specified in the award agreements.

Threshold Performance Maximum
Target Target Target Performance Weighted
Measure (50%) (100%) (200%) Result Weighting Payout Earned
Adjusted EBITDA $3.79B $5.36B $5.87B $6.02B 67% 134%
Sales Growth 3.0% 6.0% 12.0% 33.14% 33% 66%
th
th
Relative TSR 25 Percentile 50 Percentile 75 Percentile 70.6 Percentile +/-20% 116.5% of total award
th
Total Final Payout 233% of target

62 2025 PROXY STATEMENT