Page 74 - Martin Marietta - 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / OUR USE OF INDEPENDENT COMPENSATION CONSULTANTS

• Pay Governance has business ethics and insider trading and stock ownership policies, which are designed to avoid
conflicts of interest.
• Pay Governance employees supporting the engagement do not own Martin Marietta securities.
• Pay Governance employees supporting the engagement have no business or personal relationships with members of the
Compensation Committee or with any Martin Marietta executive officer.

The nature and scope of Pay Governance’s engagement was determined by the Committee and not limited in any way by
management. The Committee also considered Pay Governance Global Business Standards intended to address potential
conflicts of interests with respect to their executive compensation consulting services and the other factors required to be
considered by applicable SEC and NYSE rules in approving the Committee’s engagement of Pay Governance for 2024.
Based on this review, the Committee did not identify that Pay Governance had any conflicts of interest that would prevent
Pay Governance from independently advising the Committee. Pay Governance did not provide any additional services
beyond those relating to director and executive officer compensation in an amount in excess of $120,000 in 2024.

Practice Regarding Timing of Equity Grants

The stock purchase awards under our Incentive Stock Plan and the PSUs and RSUs awarded under our LTI program, each
as described above, were granted in 2024 at the Committee’s regularly scheduled meetings in February following the
public announcement of financial results for the prior year. Newly hired executive officers may, subject to the discretion of
the Committee, receive an award of RSUs as of the date of their hire. The number of such RSUs is based on the average
Martin Marietta stock price for the 20-day period ending on the date of the grant or the first date of employment,
whichever is later. The Committee’s schedule is determined several months in advance and the proximity of any awards to
earnings announcements or other market events is coincidental.

Our practice with regard to the timing of equity grants is:

• No equity award may be backdated. A future date may be used if, among other reasons, the Committee’s action occurs
in connection with a new employee who has not yet commenced employment.
• Proposed equity awards are presented to the Committee in February of each year. Off-cycle awards may be considered
in the Committee’s discretion in special circumstances, which may include hiring, retention or acquisition transactions.

In addition, our existing stock award plan prohibits repricing of stock options or paying cash for underwater stock options.
The Company has not issued SARs or stock options since 2015 and, for that reason, does not have a current practice with
respect to the timing of such awards relative to its announcement of material non-public information. In the event that the
Committee were to determine to award SARs and stock options, it would adopt a policy with respect to the timing of such
awards relative to the announcement of material information that would affect the value of such awards.

Perquisites
Martin Marietta provides executives with perquisites that the Committee believes are appropriate, reasonable and
consistent with its overall compensation program to better enable Martin Marietta to attract and retain superior employees
for key positions. The Committee periodically reviews the types and levels of perquisites provided to the NEOs. The value of
each of the NEO’s perquisites, determined in accordance with SEC rules, is included in the annual compensation set forth
in the Summary Compensation Table.

In 2024, we provided personal use of leased automobiles to NEOs. We pay for the insurance, maintenance and fuel for
such vehicles, and the value of personal mileage and use is charged to the NEO as imputed income. We make the
company-owned aircraft available to the CEO and other senior executives for business travel. If the NEO is accompanied by
his or her spouse on such trips, that use is included in the NEO’s taxable income for the year and the incremental cost, if
any, is included as “All Other Compensation” in the Summary Compensation Table required to be included in our Proxy
Statement for that year. Martin Marietta also provides to executive officers, as well as most other salaried employees,
certain other fringe benefits such as tuition reimbursement, airline club dues, professional society dues, and food and
recreational fees incidental to official company functions. We do not provide other perquisites, such as country club
memberships or financial planning services, to the NEOs or other employees.

68 2025 PROXY STATEMENT