Page 54 - Proxy Statement - 2020

Compensation Discussion and Analysis / 2019-2021 Performance Goals

The following table provides a summary of the long-term incentives that each of the NEOs received in 2019.

RSUs
(3 year annual PSUs – Target
installment vesting (3 year cliff vesting
subject to achievement subject to achievement
of performance of performance
measure) measures)
NEO (# of shares) (# of shares)
C. Howard Nye 11,318 13,175

James A. J. Nickolas 2,261 2,632
Roselyn R. Bar 2,455 2,857

Craig M. LaTorre 2,188 1,042
Daniel L. Grant 1,269 1,477

In setting performance goals for the three-year PSUs awarded in 2019, the Committee considered various factors in choosing the
metrics and establishing the goals, including:
• The metrics reflect drivers of our performance and we believe are important to our investors.
• The goals are consistent with our business plan and positive over prior year.
• We have a history of setting challenging target and maximum goals.

In addition, we have looked at the alignment of our payouts with the Company’s performance, including TSR, and found that pay and
performance are aligned.
2019 Performance Goals and Metrics

Relative TSR (Modifier +/- 20%)* EBITDA (67%)*** Sales Growth (33%)
TSR Sales
Percentile Payout EBITDA Payout Growth Payout
Achievement Factor Achievement Factor** Achievement Factor**
≥ 75 th +20% (Maximum) Plan + ≥ $.36B 200% (Maximum) Plan + ≥ 4.5% 200% (Maximum)
50 th 0% adjustment (Target) Plan EBITDA 100% (Target) Plan Growth 100% (Target)
Plan - $.36B 50% (Threshold) Plan - 1.5% 50% (Threshold)
≤ 25 th -20% (Threshold)
Plan - < $.36B 0% Plan - < 1.5% 0%
* rTSR is calculated as (i) the average of our closing stock price over the final 20 trading days of the measurement period, minus the average of our
closing stock price over the first 20 trading days of the measurement period, plus the value of reinvested dividends divided by (ii) the average of our
closing stock price over the first 20 trading days of the measurement period, and is measured against each of the companies in the S&P 500 index
(excluding any Companies acquired during the measurement period.
** Threshold and maximum are a percentage of the target.
*** EBITDA is calculated from Martin Marietta’s audited financial statements in the same manner as set forth in the reconciliations as provided in
Appendix B, with the exception that adjustments are taken for certain nonrecurring items in accordance with the award agreements.

50 2020 PROXY STATEMENT