Page 88 - Martin Marietta - 2025 Proxy Statement

PAY VERSUS PERFORMANCE /

(4) 2024 “Compensation Actually Paid” to the PEO and the average “Compensation Actually Paid” to the NEOs reflect the following
adjustments from Total Compensation reported in the Summary Compensation Table:

Average for
PEO non-PEO NEOs
Total Reported in 2024 Summary Compensation Table (SCT) 17,716,763 3,552,457
Less, Value of Stock Awards Reported in SCT (9,295,192) (1,563,814)
Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT (5,154,637) (707,722)
Plus, Pension Service Cost 863,309 227,328
Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding 9,922,483 1,609,542
Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding 550,672 86,700
Plus, FMV of Awards Granted this Year and that Vested this Year 147,096 8,952
Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year 1,438,726 197,161
Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year
Total Adjustments (1,527,543) (141,853)
“Compensation Actually Paid” for Fiscal Year 2024 16,189,220 3,410,604

(5) Company and Peer Group TSR reflects the Company’s peer group (S&P 500 Materials Index) as reflected in our Annual Report on
Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. Each year reflects what the
cumulative $100 investment would be, including the reinvestment of dividends, if such amount were invested on December 31,
2019.
(6) Consolidated earnings before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated
equity affiliates; acquisition divestiture and integration expense; the impact of selling acquired inventory after its markup to fair value
as part of acquisition accounting subject to the limitations described below, nonrecurring gains on divestitures; and noncash asset
and portfolio rationalization charge of certain ready mixed concrete operations (Adjusted EBITDA) is an indicator used by the
Company and investors to evaluate the Company’s operating performance from period to period. Effective January 1, 2024,
transaction expenses and inventory acquisition accounting impacts are only excluded for transactions with at least $2 billion in
consideration and transaction expenses expected to exceed $15 million. Adjusted EBITDA was selected as the 2024 “Company-
Selected Measure” as defined in Item 402(v). Please see Appendix B for a reconciliation of non-GAAP measures to GAAP measures.

Financial Performance Measures

The following table lists on an unranked basis the three financial performance measures that, in the Company’s
assessment represent the most important performance measures used to link “Compensation Actually Paid” for our NEOs
to Company performance for 2024.

Adjusted EBITDA
rTSR
Total Revenues

82 2025 PROXY STATEMENT