Page 73 - Martin Marietta - 2025 Proxy Statement

ANTI-HEDGING AND PLEDGING POLICY / COMPENSATION DISCUSSION AND ANALYSIS

Anti-Hedging and Pledging Policy
Our policies including our Insider Trading Policy prohibit hedging and pledging of Martin Marietta stock by all directors and
executive officers. Under our policies, directors and executive officers may not engage in any hedging or monetization
transactions, such as puts, calls, options, other derivative securities, prepaid variable forward contracts, equity swaps, collars,
exchange funds and short sales with respect to Company stock, the purpose of which is to hedge or offset any decrease in
the market value of such stock. This policy also prohibits Directors and executive officers from purchasing Company stock on
margin, borrowing against Company stock on margin, or pledging Company stock as collateral for any loan.

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities
that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company
also follows procedures for the repurchase of its securities. We believe that our Insider Trading Policy and repurchase
procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing
standards applicable to the Company.

Clawback Policy
We have a mandatory clawback policy that was adopted in 2023 to reflect Rule 10D of the Securities Exchange Act of
1934 as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The mandatory clawback policy
requires recovery of incentive-based compensation from current and former executive officers (including all Section 16
officers) who received such compensation during the three years preceding the date that the Company is required to
prepare an accounting restatement due to (i) the material noncompliance of the Company with any financial reporting
requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a
material misstatement if the error were corrected in the current period or left uncorrected in the current period. The
amount of the recovery is based on the compensation amounts determined based on the restated financial information to
the extent the amount previously paid based on the initially reported financial information exceeds that amount. The
recovery is mandated without regard to whether any misconduct occurred or to an executive officer’s individual
responsibility for the misstated financial information.

The new policy supplements our clawback policy adopted in 2018 that remains in place. Under this separate, standalone
policy, if the Board determines that an officer’s intentional misconduct, gross negligence or failure to report such acts by
another person was a contributing factor in requiring us to restate any of our financial statements or constituted fraud,
bribery or another illegal act (or contributed to another person’s fraud, bribery or other illegal act) which adversely
impacted our financial position or reputation, then the Board shall take such action as it deems in the best interest of the
Company and necessary to remedy the misconduct and prevent its recurrence. Among other actions, the Board may seek
to recover or require reimbursement of any amount awarded to the officer in the form of an annual incentive bonus or LTI
award. There were no events requiring Board consideration of a clawback action under either of our clawback policies
during 2024.

Our Use of Independent Compensation Consultants
The independent compensation consultant provides important information about market practices, the types and amounts
of compensation offered to executives generally and the role of corporate governance considerations in making
compensation decisions. The Committee’s charter authorizes it to retain outside advisors that it believes are appropriate to
assist in evaluating executive compensation.

For 2024, the Committee continued to retain Pay Governance as an independent compensation consultant.

In connection with its retention of Pay Governance, the Committee considered the following factors in assessing Pay
Governance’s independence:

• Pay Governance does not provide any services to Martin Marietta other than compensation advisory services.
• The compensation paid to Pay Governance is less than 1% of Pay Governance’s revenues.

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