Page 69 - Martin Marietta - 2025 Proxy Statement

2022-2024 PSU AWARD PAYOUTS / COMPENSATION DISCUSSION AND ANALYSIS

Based on a weighted payout factor of 233%, the following table shows the payouts under the 2022-2024 PSUs.
Payment Calculation for PSUs Granted in 2022
Certified on February 18, 2025
Target Units Granted Payout
NEO in 2022 (shares) (shares)
C. Howard Nye 10,107 23,550
James A. J. Nickolas 1,843 4,295
Roselyn R. Bar 1,872 4,362
Robert J. Cardin 929 2,165
Michael J. Petro 1,053 2,454

Ongoing Corporate Governance Policies
We endeavor to maintain good corporate governance standards relating to our executive compensation policies and
practices, including the following that were in effect during 2024 that directly impacted compensation:
• The Committee is comprised solely of independent Directors who regularly schedule and meet in executive sessions
without management present.

• The Committee’s independent compensation consultant is retained directly by the Committee.
• The Committee conducts an annual review of and approves our compensation strategy, including a review of our
compensation-related risk profile, to ensure that our compensation-related risks are not reasonably likely to have a
material adverse effect on the Company.
• We pay for performance, with approximately 90% of our CEO’s total target pay opportunity being performance-based
“at-risk” compensation.
• We cap PSU payments at target if three-year TSR is negative, regardless of our ranking.
• We limit perquisites and other benefits.

Compensation Decision Process

Role of Management and the Committee
The Committee is responsible for carrying out the philosophy and objectives of the Board of Directors related to executive
compensation in addition to its responsibilities of overseeing the development and succession of executive management of
Martin Marietta. The Committee has the authority to determine compensation and benefits for Martin Marietta’s executive
officers. The Committee members are each non-employee, independent Board members pursuant to the NYSE rules, and
the Committee operates pursuant to a written charter, a copy of which can be viewed on Martin Marietta’s website at
ir.martinmarietta.com/corporate-governance.

The performance of the CEO and each other executive officer is reviewed regularly by the Committee. Based on this
review, the Committee sets compensation for all executive officers. Compensation decisions with respect to the executive
officers other than the CEO are based in part on recommendations by the CEO, with input from the Chief Human
Resource Officer, with respect to salary adjustments and annual cash and equity awards. The Committee can accept, reject
or modify any recommended adjustments or awards to executive officers. For the CEO, the Committee sets the levels of
annual adjustments and awards based on the criteria it deems to be appropriate under the circumstances with input from
the independent compensation consultant. There are no employment agreements between Martin Marietta and any
executive officer of Martin Marietta, including the CEO.

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