Page 39 - Proxy Statement - 2020

Executive Summary / Compensation Discussion and Analysis

Executive Summary

We are committed to maintaining strong pay and governance compensation programs are to incentivize and reward
practices in which compensation is tied to performance. The achievements that create value for our shareholders.
Committee hired Mercer, a leading independent consulting firm
to help in this regard. Our annual incentives are based on the achievement of various
performance metrics, including overall financial performance,
The Committee feels strongly that our executive compensation shareholder returns, safety performance, sustainability,
programs should evolve and be adjusted over time to support environmental and regulatory compliance results, management
the achievement of our business goals, to reflect our challenges, of working capital, and organic and inorganic growth. Our long-
and to promote both the near- and long-term profitable growth term incentives are designed to align executives with
of Martin Marietta. During 2019, the Committee reviewed and shareholder interests and to tie incentives with long-term goals.
evaluated market trends and best practices in designing and To ensure our plans achieve these goals, we conduct an annual
implementing elements of our compensation program. The assessment of compensation practices, which are more fully
Committee continues to believe that the goals for our executive described below.

Shareholder Engagement and Feedback on 2019 Say On Pay

We regularly engage with our shareholders to understand the topics that matter most to them as they relate to executive
compensation. We view a continuing, constructive dialogue with our long-term shareholders as critically important to ensuring that we
remain aligned with their interests. We regularly talk to long-term shareholders and appreciate the opportunity to gain further insight
and understanding into their views. Typically, we speak with our top 25 shareholders, representing 70% of our outstanding shares, at
least annually. In 2019 our investor relations outreach extended to 82 meetings with 189 investment groups in the United States,
Canada, the United Kingdom, Sweden, Belgium, the Netherlands, and France.
Avenues of engagement Discussion highlights
We hold in-person meetings with investor groups across the › Financial and operating performance of the
globe Company
We conduct quarterly conference calls with analysts › Executive compensation, pay-for-performance

We engage with investors continually through meetings, calls › Safety, environment and sustainability
and emails
We report investor feedback to the Committee and the Board › Ongoing company strategy
to assist in aligning pay and performance
We also have a history of being responsive to our shareholders. compensation arrangements intended to be responsive to the
At our 2017 Annual Meeting, a nonbinding advisory shareholder concerns raised. We believe that as a result of these changes
proposal to adopt a proxy access Bylaw was supported by a and our responsiveness, we received a favorable Say On Pay vote
majority of the shares that voted on the proposal. Martin of 92% at our 2019 Annual Meeting of Shareholders.
Marietta engaged in discussion with some of our largest
shareholders regarding proxy access and, while not unanimous As a reflection of our commitment to shareholders, Institutional
in their view, they generally supported the concept of proxy Investor named Martin Marietta to its All-America Executive
access. Based on the vote, these discussions, and additional Team 2020. Martin Marietta ranked in the top three for Best
dialogue with the proposal’s proponent, the Board amended our CEO, Best CFO and Best IR Professional in the Homebuilders &
Bylaws in February 2018 to implement proxy access. Building Products category. Factors contributing to the
Company’s high marks include accessibility of senior executives,
In April 2018, we received a favorable 78.9% Say On Pay vote. timely and appropriate disclosures, quick and thorough
The 78.9% vote was lower than we had typically experienced responses to questions, and a well-informed and empowered
and it related to a concern regarding the inclusion of an excise investor relations team.
tax gross-up and walk-right in our legacy change in control
agreements. We spoke to many of our shareholders in 2018, We consider the input of our shareholders, along with emerging
including most of our top 30 shareholders, and listened to their best practices, to ensure alignment with our executive pay
feedback. Based on that, we made meaningful changes to our programs.

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