DEF 14A of Martin Marietta Materials Inc, Apr 15, 2024

DEF 14A of Martin Marietta Materials Inc

Filed Apr 15, 2024 · FY20230001193125-24-096366

Open on EDGAR

  1. Board Committees

    Board Committees Martin Marietta’s Board of Directors has six standing Committees: the Audit Committee; the Ethics, Environment, Safety and Health Committee; the Executive Committee; the Finance Committee; the Management Development and Compensation Committee; and the Nominating and Corporate Governance Committee. Each Committee has a written charter that describes its purposes, membership, meeting structure, authority and responsibilities. These charters are reviewed by the respective Committee on an annual basis with any recommended changes adopted upon approval by our Board. The charters of our six standing Committees are posted on our website. Below is a summary of our current Committee structure and membership information.

  2. Board Committees

    | Director | Independent Director | Audit Committee | Ethics, Environment, Safety and Health Committee | Executive Committee | Finance Committee | Management Development and Compensation Committee | Nominating and Corporate Governance Committee | | Dorothy M. Ables Financial Expert | Yes | ✓ | Chair | | | | | | Sue W. Cole | Yes | | ✓ | | | | ✓ | | Anthony R. Foxx | Yes | | ✓ | | ✓ | | | | John J. Koraleski Lead Independent Director Financial Expert | Yes | ✓ | | ✓ | | Chair | | | C. Howard Nye* | | | | Chair | | | | | Laree E. Perez Financial Expert | Yes | ✓ | | | | | ✓ | | Thomas H. Pike | Yes | | | | ✓ | ✓ | | | Michael J. Quillen | Yes | | | ✓ | Chair | ✓ | | | Donald W. Slager | Yes | | | | ✓ | | Chair | | David C. Wajsgras Financial Expert | Yes | Chair | | | | ✓ | |

  3. Board Committees

    *Mr. Nye is the only member of management on the Board. The Executive Committee held no meetings during 2023. It has the authority to act during the intervals between the meetings of the Board of Directors and may exercise the powers of the Board in the management of the business and affairs of Martin Marietta as may be authorized by the Board of Directors, except to the extent such powers are reserved to the full Board by statute, by our Articles of Incorporation, or by our Bylaws. The Executive Committee’s current members are Directors Nye (Chair), Koraleski, and Quillen.

  4. Board Committees

    | | MARTIN MARIETTA 21 |

  5. Board Committees

    THE BOARD OF DIRECTORS ◆ BOARD COMMITTEES The primary responsibilities, membership and meeting information for our other standing Committees are summarized below

  6. Board Committees

    | | Audit Committee |

  7. Board Committees

    | Current Members: David C. Wajsgras (Chair) Dorothy M. Ables John J. Koraleski Laree E. Perez | Primary Responsibilities: • Reviews our significant accounting principles, policies and practices in reporting our financial results under generally accepted accounting principles. • Reviews our annual audited financial statements and related disclosures. • Reviews management letters or internal control reports, and reviews our system of internal control over financial reporting. • Appoints, retains and oversees the work of the independent auditors. • Reviews the effectiveness of the independent audit effort. • Pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm. • Reviews our interim financial results for each fiscal quarter. • Reviews the qualifications and the plan and scope of work of the corporate internal audit function. • Reviews and discusses the reports of our internal audit group. • Reviews and discusses management’s assessment of the effectiveness of Martin Marietta’s system of internal control over financial reporting. • Discusses Martin Marietta’s earnings press releases, as well as financial information and earnings guidance provided to analysts, investors and rating agencies. • Discusses matters related to risk assessment and risk management and how the process is handled by management. • Reviews and oversees related party transactions. • Reviews complaints regarding accounting, internal controls or auditing matters. • Considers allegations of possible financial fraud or other financial improprieties. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Prepares the annual Audit Committee Report to be included in the Proxy Statement. Other Governance Matters: All members of the Audit Committee, including the Chair, are audit committee financial experts under applicable U.S. Securities and Exchange Commission (SEC) regulations. The Chair of the Audit Committee is an independent Director. The Chair of the Audit Committee has experience serving as a Chair and member of other public company audit committees. All members satisfy the audit committee experience and independence standards required by the New York Stock Exchange (NYSE). | | Meetings in 2023 4 | | | Average Attendance in 2023: 100% | |

  8. Board Committees

    | 22 2024 PROXY STATEMENT | |

  9. Board Committees

    BOARD COMMITTEES ◆ THE BOARD OF DIRECTORS

  10. Board Committees

    | | Ethics, Environment, Safety and Health Committee |

  11. Board Committees

    | Current Members: Dorothy M. Ables (Chair) Sue W. Cole Anthony R. Foxx | Primary Responsibilities: • Monitors compliance with our Code of Ethical Business Conduct and reviews all matters presented to it by the Corporate Ethics Officer concerning the ethical practices of Martin Marietta and its Directors, officers, and employees, including conflicts or potential conflicts of interest between Martin Marietta and any of its Directors, officers, and employees. • Reviews and discusses our sustainability efforts, goals and risks, and our annual Sustainability Report. • Reviews and monitors the adequacy of our policies and procedures and organizational structure for ensuring compliance with environmental laws and regulations. • Reviews matters relating to our health and safety programs and performance. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Oversees environmental performance, initiatives and results, including annual and long-term targets and commitments. • Reviews the Company’s strategy, programs, initiatives and performance with respect to climate change and other sustainability matters. | | Meetings in 2023 4 | | | Average Attendance in 2023: 100% | |

  12. Board Committees

    | | Finance Committee |

  13. Board Committees

    | Current Members: Michael J. Quillen (Chair) Anthony R. Foxx Thomas H. Pike Donald W. Slager | Primary Responsibilities: • Provides general oversight relating to the management of our financial affairs. • Reviews and approves establishment of lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis. • Reviews and makes recommendations to the Board concerning changes to capital structure, including the incurrence of long-term debt, issuance of equity securities, share repurchases, and the payment of dividends, as well as capital expenditures. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Oversees our policies and practices on political contributions, including those contained in our Code of Ethical Business Conduct, and reviews our political activities, including lobbying and/or through trade associations of which we are a member, and expenditures, and ensure that any such activities are consistent with and serve to promote our business strategy and goals. • Reviews and approves charitable contributions and community support budgets. | | Meetings in 2023 4 | | | Average Attendance in 2023: 100% | |

  14. Board Committees

    | | MARTIN MARIETTA 23 |

  15. Board Committees

    THE BOARD OF DIRECTORS ◆ BOARD COMMITTEES

  16. Board Committees

    | | Management Development and Compensation Committee |

  17. Board Committees

    | Current Members: John J. Koraleski (Chair) Thomas H. Pike Michael J. Quillen David C. Wajsgras | Primary Responsibilities: • Establishes an overall strategy with respect to compensation for officers and management to enable Martin Marietta to attract and retain qualified employees. • Reviews and oversees executive succession and management development plans. • Reviews and approves management’s assessment of the performance of executive officers, and reviews and approves the salary, incentive compensation, and other compensation of such officers. • Approves and administers our equity and other plans relating to compensation of Martin Marietta’s directors and executive officers. • Reviews and discusses the Compensation Discussion and Analysis and produces a compensation committee report as required by the SEC to be included in this Proxy Statement. • Provides oversight of our Benefit Plan Committee, which administers Martin Marietta’s defined benefit and contribution plans. • Reviews and approves the goals and objectives for the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation. • Makes recommendations to the Board on changes in the compensation of non-employee directors. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Has the authority, in its sole discretion, to retain, pay, and terminate any consulting firm, if any, used to assist in evaluating director, CEO, or senior executive compensation. • Reviews matters relating to human capital management, diversity, equity and inclusion (DEI), talent acquisition and retention, and compensation matters related thereto. Other Governance Matters: All members are non-employee, independent Directors as required by the rules of the NYSE, the Martin Marietta Guidelines for Director’s Independence, applicable rules of the SEC, and the Committee’s charter. | | Meetings in 2023 4 | | | Average Attendance in 2023: 100% | |

  18. Board Committees

    | | Nominating and Corporate Governance Committee |

  19. Board Committees

    | Current Members: Donald W. Slager (Chair) Sue W. Cole Laree E. Perez | Primary Responsibilities: • Develops criteria for nominating and appointing directors, including Board size and composition, corporate governance policies, and individual director expertise, attributes and skills. • Recommends to the Board the individuals to be nominated as directors. • Recommends to the Board the appointees to be selected for service on the Board Committees. • Oversees an annual review of the performance of the Board and each Committee. • Reviews annually the adequacy of the Committee charter and recommends proposed changes to the Board. • Oversees the development and implementation of a set of corporate governance principles applicable to Martin Marietta. Other Governance Matters: All members are non-employee, independent Directors as required by the rules of the NYSE. Upon recommendation of this Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for Martin Marietta. The Guidelines are posted and available for public viewing on our website at https://ir.martinmarietta.com/corporate-governance. A copy may also be obtained upon request from Martin Marietta’s Corporate Secretary. | | Meetings in 2023 3 | | | Average Attendance in 2023: 100% | |

  20. Board Committees

    | 24 2024 PROXY STATEMENT | |

  21. Board Committees

    | Proposal 1: | Election of Directors |

  22. Board Committees

    The following sets forth the age, experience, key attributes and other biographical information for each nominee for election as a director for a one-year term until the 2024 Annual Meeting of Shareholders.

  23. Board Committees

    | DOROTHY M. ABLES Director Since: 2018 Age: 66 Committees: Chair | Ms. Ables joined the Martin Marietta Board in November 2018. Ms. Ables held a number of executive positions with Spectra Energy and predecessor companies, including serving from 2008 to 2017 as the Chief Administrative Officer of Spectra Energy Corp. where she was responsible for human resources, information technology, support services, community relations and audit services. Prior to that, she served as Vice President of Audit Services and Chief Ethics and Compliance Officer for Spectra Energy, Vice President and Chief Compliance Officer for Duke Energy Corporation, an American electric power holding company, and Senior Vice President and Chief Financial Officer for Duke Energy Gas Transmission. Spectra Energy was a Fortune 500 Company and one of North America’s leading pipeline and midstream companies prior to its acquisition by Enbridge Inc. in 2017. (NYSE: ENB) Ms. Ables started her career in the audit department of Peat, Marwick, Mitchell & Co. Ms. Ables serves on the Board of Directors, and as Chair of the Audit Committee and a member of the Governance and Social Responsibility Committee of Coterra Energy (NYSE: CTRA), an independent oil and gas company, which is the result of the merger of Cabot Oil & Gas Corporation (NYSE: COG) and Cimerex Energy Co. in October 2021. Ms. Ables served as an Independent Director of Cabot, an independent oil and gas company, where she was chair of the Audit Committee from 2019 to 2021 and a member of the Audit and Compensation Committees from 2015 to 2021. She served as a Director of Spectra Energy Partners, an affiliate of Spectra Energy Corp., from 2013 to 2017. Ms. Ables attended the University of Texas at Austin where she earned a Bachelor of Business Administration degree in Accounting. | Key attributes, experience and skills: • More than nine years of C-Suite experience • Financial expertise acquired through serving as CFO of Duke Energy Gas Transmission and as Vice President of Audit Services and Chief Compliance Officer of Spectra Energy Corp. and Duke Energy Corporation • Valuable business leadership in human resources, information technology, community relations, finance and financial statements • Strong leadership skills and familiarity with Texas, an important state for the Company | | SUE W. COLE Director Since: 2002 Age: 73 Committees: | Ms. Cole is the managing partner of SAGE Leadership & Strategy, LLC, an advisory firm for businesses, organizations and individuals relating to strategy, governance and leadership development. Ms. Cole was previously a principal of Granville Capital Inc., a registered investment advisory firm, from 2006 to 2011, and before that she was the Regional CEO, Mid-Atlantic Region, of U.S. Trust Company, N.A., where she was responsible for the overall strategic direction, growth, and leadership of its North Carolina, Philadelphia and Washington, D.C. offices. Ms. Cole previously held various positions in the U.S. Trust Company, N.A. and its predecessors. Ms. Cole has previously served on the public-company board of UNIFI, Inc. (NYSE: UFI), a manufacturer of textured yarns. She has also been active in community and charitable organizations, including previously serving as Chairman of the North Carolina Chamber, the North Carolina Biotech Center and the Greensboro Science Center. She is currently Chair of the National Association of Corporate Directors. Ms. Cole attended the University of North Carolina at Greensboro where she earned a Bachelor of Science degree in Business Administration and a Masters in Business Administration in Finance. | Key attributes, experience and skills: • Valuable experience in executive compensation, corporate governance, human resources, finance and financial statements, and customer service • Chief executive officer of several financial services businesses as well as several non-profit organizations • Strong leadership skills and familiarity with North Carolina, an important state for the Company |

  24. Board Committees

    | | MARTIN MARIETTA 25 |

  25. Board Committees

    PROPOSAL 1: ELECTION OF DIRECTORS ◆ DIRECTOR NOMINEES

  26. Board Committees

    | ANTHONY R. FOXX Director Since: 2020 Age: 52 Committees: | Mr. Foxx served from October 2018 to January 2022 as Chief Policy Officer and advisor to the President and Chief Executive Officer of Lyft, Inc. Prior to joining Lyft, he served as the seventeenth United States Secretary of Transportation from 2013 to 2017, where he led an agency with more than 55,000 employees and a $70 billion budget, whose primary goal was to ensure that America maintains the world’s safest, most efficient transportation system. Previously, Mr. Foxx served as the Mayor of Charlotte, North Carolina, from 2009 to 2013. Since January 2021, Mr. Foxx also serves as an independent director and member of the Audit Committee and Nominating and Governance Committee of CDW Corporation (NASDAQ: CDW), a leading multi-brand technology solutions provider to business, government, education, and healthcare customers, and since May 2021, Mr. Foxx has served as an independent director for NXP Semiconductors (Nasdaq: NXPI), a world leader in secure connectivity solutions for embedded applications. Mr. Foxx earned his Bachelors degree at Davidson College and his Juris Doctor degree at New York University Law School. | Key attributes, experience and skills: • Extensive experience in legal, compliance and corporate governance • Brings valuable experience from his elected position as Mayor of Charlotte, North Carolina and as United States Secretary of Transportation relating to leadership, finance matters, corporate governance, legal, governmental and regulatory issues, safety, health and environmental matters • Brings additional perspective to the Board on diversity and corporate citizenship | | JOHN J. KORALESKI Director Since: 2016 Age: 73 Lead Independent Director Committees: Chair | Mr. Koraleski joined the Martin Marietta Board in 2016. Mr. Koraleski served from February 2015 through his retirement in September 2015 as executive Chairman of the Board of the Union Pacific Corporation (UP) (NYSE: UNP), which through its subsidiaries operates North America’s premier railroad franchise, covering 23 states across the western two-thirds of the United States. Prior to that, he was named President and Chief Executive Officer of the UP in March 2012, elected as a Director of the UP in July 2012 and appointed Chairman of the Board in 2014. Since joining the Union Pacific (Railroad) in 1972, Mr. Koraleski held a number of executive positions in the UP and the Railroad, including, Executive Vice President – Marketing and Sales from 1999 to 2012, Executive Vice President – Finance and Information Technology, Chief Financial Officer and Controller. Mr. Koraleski served as the Chairman of The Bridges Investment Fund, Inc., a general equity fund whose primary investment objective is to seek long-term capital appreciation, from 2005 through March 2012 and is a past Chairman of the Association of American Railroads. Mr. Koraleski earned a Bachelor’s and Master’s degree in business administration from the University of Nebraska at Omaha. | Key attributes, experience and skills: • Experience with the demands and challenges associated with managing a large publicly-traded organization from his experience as Chairman and CEO of Union Pacific • Extensive knowledge of financial system management, public company accounting, disclosure requirements and financial markets • Valuable expertise in talent management, compensation, governance and succession planning • Understanding of complex logistic operations, safety and rail operations • Broad strategic analysis and experience with acquisitions, integration, marketing and information technologies |

  27. Board Committees

    | 26 2024 PROXY STATEMENT | |

  28. Board Committees

    DIRECTOR NOMINEES ◆ PROPOSAL 1: ELECTION OF DIRECTORS

  29. Board Committees

    | MARY T. MACK Director Since: N/A Age: 61 | Ms. Mack is the retired Chief Executive Officer (CEO) of Consumer and Small Business Banking (CSBB) for Wells Fargo & Company, a leading financial services company (NYSE: WFC). In her role leading CSBB, Ms. Mack oversaw Branch Banking, Small Business Banking, Chief Administrative Office, CSBB Marketing, Consumer Data and Engagement Platforms, Strategy and Innovation, Deposit Products, Diverse Customer Segments, Physical Distribution Strategies, and the Affluent Customer Segment. She also had accountability for CSBB Operations and CSBB Control Management functions. Ms. Mack began her banking career with Wells Fargo in 1984 and during her time with the company held numerous leadership positions, including CEO and president of Wells Fargo Advisors, LLC, one of the nation’s largest full-service retail brokerage organizations. Ms. Mack is a graduate of Davidson College with a bachelor’s degree in International Political Economy and serves on the college’s board of trustees. She is a board member of Habitat for Humanity International and a member of the Charlotte Executive Leadership Council. | Key attributes, experience and skills: • Significant brokerage / advisory, banking, finance and corporate and investment banking experience • Insight into the financial affairs, including corporate borrowings, capitalization, and liquidity • Expertise with respect to financial statements, corporate finance, accounting and capital markets, mergers and acquisitions, and strategic analysis • Deep understanding of financial management, risk management and corporate governance | | C. HOWARD NYE Director Since: 2010 Age: 61 Committees: Chair | Mr. Nye has served as Chair of the Board of Martin Marietta since 2014, as President since 2006 and as Chief Executive Officer and a Director since 2010. Mr. Nye previously served as Chief Operating Officer from 2006 to 2009. Prior to joining Martin Marietta in 2006, Mr. Nye spent nearly 13 years in a series of increasingly responsible positions with Hanson PLC, an international building materials company. Mr. Nye received a Bachelor’s degree from Duke University and a Juris Doctor degree from Wake Forest University. In addition to his educational, professional, executive and related roles, Mr. Nye is a past Chairman of the Board of each of the National Stone, Sand & Gravel Association (NSSGA), the American Road & Transportation Builders Association (ARTBA), and the North Carolina Chamber. Mr. Nye is also a member of the Board of Directors and the Executive Committee of the United States Chamber of Commerce, the world’s largest business organization. Since 2018, Mr. Nye has been a member of the Board of Directors of General Dynamics Corporation (NYSE: GD), a global aerospace and defense company. From 2015 to 2018, Mr. Nye was also an independent director for Cree, Inc. (NASDAQ: CREE), an American manufacturer and marketer of lighting-class lighting products and semiconductors. Mr. Nye has been recognized by Forbes magazine as one of America’s Most Innovative Leaders; he was previously recognized by both Aggregates Manager and Pit & Quarry magazines, as Aggman of the Year and a Hall of Fame inductee, respectively. Mr. Nye has also served on numerous other state, local and/or philanthropic organizations including the boards of directors of the University of North Carolina Health System and the Research Triangle Foundation, as well as the Board of Governors of the Research Triangle Institute. He also served as Co-Chair of the NC FIRST Commission (evaluating North Carolina’s current and future transportation investment needs). | Key attributes, experience and skills: • Extensive knowledge of the building materials industry • Extensive leadership, business, operating, marketing, mergers and acquisitions, legal, customer-relations, and safety and environmental experience • Understands the competitive nature of the business and has strong management skills, broad executive experience, and corporate governance expertise • Broad strategic vision for the future growth of Martin Marietta |

  30. Board Committees

    | | MARTIN MARIETTA 27 |

  31. Board Committees

    PROPOSAL 1: ELECTION OF DIRECTORS ◆ DIRECTOR NOMINEES

  32. Board Committees

    | LAREE E. PEREZ Director Since: 2004 Age: 70 Committees: | Ms. Perez is an investment consultant with DeRoy & Devereaux, an independent investment adviser, where she has provided client consulting services since 2015. She was previously Owner and Managing Partner of The Medallion Company, LLC, a consulting firm, from 2003 to 2015. Ms. Perez was previously a Director of GenOn Energy, Inc. (NYSE: GEN), one of the largest power producers in the United States, from 2002 to 2012, and served as the Chairman of the Audit Committee of GenOn Energy, Inc. from 2002 to 2007 and a member of its Audit and Risk and Finance Oversight Committees from 2008 to 2012. Previously, she was Vice President of Loomis, Sayles & Company, L.P. and co-founder, President and Chief Executive Officer of Medallion Investment Company, Inc. In addition to civic and charitable organizations, Ms. Perez served as Vice Chairman of the Board of Regents at Baylor University and previously served on the Board of Trustees of New Mexico State University, where she was also Chairman of the Board. Ms. Perez earned a Bachelor’s degree from Baylor University in Finance and Economics. | Key attributes, experience and skills: • Significant business, financial and private investment experience • Significant expertise with respect to financial statements, corporate finance, accounting and capital markets, mergers and acquisitions, and strategic analysis • Insight into auditing best practices • Familiarity with the southwestern United States | | THOMAS H. PIKE Director Since: 2019 Age: 64 Committees: | Mr. Pike joined the Martin Marietta Board in July 2019 and is currently Chairman and Chief Executive Officer of Fortrea (Nasdaq: FTRE) having served in this role since Fortrea’s launch as an independent company in July 2023. Mr. Pike joined Fortrea as President and Chief Executive Officer in January 2023 during its spinoff from its parent company Labcorp (NYSE: LH). Mr. Pike has more than 30 years of leadership experience in global services, most notably in the contract research organization (CRO) industry. Previously, Mr. Pike served as Chief Executive Officer and a member of the Board of Directors of Quintiles Transnational Holdings, Inc. (Quintiles) from April 2012 until its merger with IMS Health in December 2016 to create IQVIA (NYSE:IQV). Mr. Pike led Quintiles through a successful public offering and helped grow into a Fortune 500 company. Prior to Quintiles, Mr. Pike spent 22 years at Accenture (NYSE: ACN), a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations, until December 2009. At Accenture, Mr. Pike’s roles included serving as Chief Risk Officer and Managing Director of the North America Health and Products business areas. He previously served as the global Chief Operating Officer for Accenture’s Resources operating group and had also served as Accenture’s Chief Strategy Officer. Early in his career Mr. Pike was a consultant with McKinsey & Company. Mr. Pike earned his Bachelor’s degree in accounting from the University of Delaware. | Key attributes, experience and skills: • More than 15 years of C-Suite experience • Broad strategic and financial experience • Extensive experience in mergers and acquisitions, integration, and strategic development and analysis • Significant mentorship, business and operating experience in a public company • Valuable knowledge of financial system management, public company accounting, disclosure requirements and financial markets |

  33. Board Committees

    | 28 2024 PROXY STATEMENT | |

  34. Board Committees

    DIRECTOR NOMINEES ◆ PROPOSAL 1: ELECTION OF DIRECTORS

  35. Board Committees

    | DONALD W. SLAGER Director Since: 2016 Age: 62 Committees: Chair | Mr. Slager was President and Chief Executive Officer of Republic Services, Inc. (Republic) (NYSE: RSG), a service provider in the non-hazardous solid waste industry, holding this position from 2011 through his retirement in 2021. Prior to this, he served as President and Chief Operating Officer of Republic from December 2008 until his promotion to CEO. Prior to that, Mr. Slager served in the same capacity for Allied Waste Industries, Inc. (Allied Waste), from 2005 to 2008, prior to its merger with Republic. Mr. Slager was Executive Vice President and Chief Operating Officer of Allied Waste between 2003 and 2004. Prior to that, Mr. Slager held varying positions of increasing responsibility with Allied Waste. Mr. Slager also served as a Director of Republic from 2010 until 2021. Mr. Slager previously served as an Independent Director of UTi Worldwide Inc. (UTi) from 2009 to January 2016, where he served as Chairman of the Nominating and Corporate Governance Committee and as a member of both the Compensation and Risk Committees. UTi, a former NYSE listed company, was an international, non-asset-based supply chain services and solutions company providing air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management services until it was acquired by DSV A/S, a third-party logistics services provider, in January 2016. Mr. Slager also serves as a director on the Board for the Phoenix Children’s Hospital. Mr. Slager has completed the Northwestern University Kellogg School Advanced Executive Program and holds a certificate from the Stanford University Board Consortium Development Program. | Key attributes, experience and skills: • More than 16 years of C-Suite experience • More than 29 years of general management experience in a complex, capital intensive and logistics business • Extensive experience in mergers and acquisitions, integration, and strategic development and analysis • Valuable experience from his membership on the boards of directors of two publicly-traded companies | | DAVID C. WAJSGRAS Director Since: 2020 Age: 64 Committees: Chair | Mr. Wajsgras is Chief Executive Officer of Intelsat, the foundational architects of satellite communications technology with a globalized network of integrated satellite and terrestrial communications, delivering critical broadband connectivity and media content distribution that impacts and transforms businesses and communities in more than 200 countries. He previously served as Raytheon Company (NYSE: RTN) president of the Intelligence, Information and Services (IIS) business from March 2015 to April 2020. Raytheon is a major U.S. defense contractor and industrial corporation. IIS provides a full range of technical and professional services to intelligence, defense, federal and commercial customers worldwide. The business specializes in global Intelligence, Surveillance and Reconnaissance; navigation; Department of Defense space and weather solutions; cybersecurity; analytics; training; logistics; mission support; engineering; automation and sustainment solutions; and international and domestic Air Traffic Management systems. Prior to this role, he was senior vice president and chief financial officer (CFO) of Raytheon from March 2006 to March 2015. Mr. Wajsgras is also an Independent Director and a member of the Audit Committee and Compensation Committee at Parsons Corporation (NYSE: PSN), a digitally enabled solutions provider focused on the defense, intelligence, and critical infrastructure markets. He was named Federal Computer Week’s prestigious Industry Eagle Award winner in 2018 for his pivotal role in the U.S. government Information Technology community. In 2012, Mr. Wajsgras was named one of the Wall Street Journal’s 25 Best CFOs among the larger companies in the Standard & Poor’s 500 Index. Mr. Wajsgras earned his Bachelor’s degree in accounting from the University of Maryland. He has a Masters in Business Administration from American University. | Key attributes, experience and skills: • Extensive financial and operating experience • Knowledge of corporate finance, strategic planning and risk management processes • Experience as a public company CFO, as well as expansive knowledge of accounting principles and practices, auditing, internal control over financial reporting, and risk management processes • Expertise in cybersecurity products and services |

  36. Board Committees

    | | The Board Unanimously Recommends a Vote “FOR” all Nominees for Election to the Board of Directors on this Proposal 1 |

  37. Board Committees

    | | MARTIN MARIETTA 29 |

  38. Board Committees

    PROPOSAL 1: ELECTION OF DIRECTORS ◆ DIRECTOR COMPENSATION

  39. Director Compensation

    Director Compensation Martin Marietta uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting Director compensation, Martin Marietta considers the significant amount of time that Directors expend in fulfilling their duties to Martin Marietta as well as the skill level required by Martin Marietta of members of the Board. The Board determines reasonable compensation for Directors upon recommendation of the Management Development and Compensation Committee of the Board, which retains an independent compensation consultant to assist it in making each recommendation. Cash Compensation Paid to Non-Employee Board Members The cash-based elements of annual Director compensation for fiscal year 2023 paid in quarterly installments, measured from the end of the month during which the 2023 Annual Meeting of Shareholders was held, were as follows.

  40. Director Compensation

    | Cash Component Amount | | | Annual Board Cash retainer | $120,000 | | Annual Audit Committee chair retainer(1) | $20,000 | | Annual Management Development and Compensation Committee chair retainer(2) | $20,000 | | Annual Finance Committee chair retainer(2) | $15,000 | | Annual Nominating and Corporate Governance Committee chair retainer(2) | $15,000 | | Annual Ethics, Environment, Safety and Health Committee chair retainer(2) | $15,000 | | Annual Audit Committee member retainer(2) | $5,000 | | Annual Lead Independent Director retainer(3) | $30,250 |

  41. Director Compensation

    | 1 | This is in addition to the annual retainer and the annual Audit Committee member retainer |

  42. Director Compensation

    | 2 | This is in addition to the annual retainer in view of increased responsibilities |

  43. Director Compensation

    | 3 | This is in addition to the annual retainer and the annual Committee chair retainers in view of increased responsibilities |

  44. Director Compensation

    The Company reimburses Directors for the travel expenses of, or provides transportation on Company aircraft for, Board and Committee meetings, meetings with management or independent consultants or advisors, and other Company-related events, such as Investor Day and meetings with potential Board candidates. No non-employee Directors received personal use of Martin Marietta’s aircraft or other perquisites or personal benefits in 2023. Equity Compensation Paid to Non-Employee Board Members Non-employee Directors received an award of restricted stock units (RSUs) with a value of $145,000 (rounded up to the nearest RSU) based on the closing price as of the date of grant, which was following the 2023 Annual Meeting of Shareholders in May 2023. In May 2023, this award was 362 RSUs. The RSUs granted to the Directors in 2023 were fully vested upon award. Directors are required to defer at least 50% of the RSUs until retirement from the Board. Directors may choose to voluntarily defer an additional portion of their RSUs, and any RSUs that are not so deferred are settled in shares of common stock of Martin Marietta as soon as practicable following the grant date. The RSUs were awarded under the Martin Marietta Amended and Restated Stock-Based Award Plan (the Stock Plan), which was approved by shareholders on May 19, 2016. The Stock Plan provides that, during any calendar year, no non-employee Director may be granted (i) restricted shares and other full-value stock-based awards, including RSUs, in respect of more than 7,000 shares of common stock of Martin Marietta or (ii) options or stock appreciation rights in respect of more than 20,000 shares of common stock of Martin Marietta. The Directors do not have voting or investment power for their respective RSUs. Deferred Compensation Program for Non-Employee Board Members The Common Stock Purchase Plan for Directors provides that non-employee Directors may elect to receive all or a portion of their fees earned in 2023 in the form of Martin Marietta common stock units. If deferral is elected, there is a mandatory

  45. Director Compensation

    | 30 2024 PROXY STATEMENT | |

  46. Director Compensation

    DIRECTOR COMPENSATION ◆ PROPOSAL 1: ELECTION OF DIRECTORS minimum deferral time of three years with, subject to certain restrictions, redeferrals at each Director’s election up to the date the person ceases to be a Director or the date that is one year and one month following the date that the person ceases to be a Director. Directors may elect to receive payment of the deferred amount in a single lump sum or in equal annual installments for a period of up to ten years. All deferrals in common stock are credited at 100% of the fair market value of the common stock (the closing price of the common stock as reported in The Wall Street Journal). There are no matching contributions made by Martin Marietta. Dividend equivalents are paid on the units at the same rate as dividends are paid to all shareholders. The Directors do not have voting or investment power for their respective common stock units. Directors may also elect to defer their fees into a cash-based account on the same basis. Amounts deferred under the plan in cash are credited with interest at the prime rate as of January 1 of that year. Director Compensation Table The table below summarizes the compensation paid by Martin Marietta to each person who served as a non-employee Director during the fiscal year ended December 31, 2023.

  47. Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (f) | (g) | (h) | | Dorothy M. Ables | 140,000 | 145,006 | 1,887 | 9,021 | 295,914 | | Sue W. Cole | 120,000 | 145,006 | 61,577 | 71,706 | 398,289 | | Smith W. Davis(6) | 33,750 | | 1,121 | 8,778 | 43,649 | | Anthony R. Foxx | 120,000 | 145,006 | 12,808 | 4,524 | 282,338 | | John J. Koraleski | 175,252 | 145,006 | 4,772 | 21,521 | 346,551 | | Laree E. Perez | 130,000 | 145,006 | 31,492 | 43,471 | 349,969 | | Thomas H. Pike | 120,000 | 145,006 | 1,398 | 10,319 | 276,723 | | Michael J. Quillen | 135,000 | 145,006 | 32,529 | 46,495 | 359,030 | | Donald W. Slager | 135,000 | 145,006 | 3,023 | 11,381 | 294,410 | | David C. Wajsgras | 145,000 | 145,006 | 1,221 | 10,384 | 301,611 |

  48. Director Compensation

    | 1 | Mr. Nye, who is the Chief Executive Officer of Martin Marietta and a member of the Board of Directors, is not included in this table because he is not compensated separately for his service as a Director. The compensation received by Mr. Nye as an employee of Martin Marietta is shown in the Summary Compensation Table on page 74. |

  49. Director Compensation

    | 2 | The amounts in column (b) reflect fees earned in 2023. Some of these fees were deferred pursuant to the Common Stock Purchase Plan for Directors in the form of common stock units. The number of units of common stock credited in 2023 to each of the Directors under the Common Stock Purchase Plan for Directors and the grant date fair value for these awards determined in accordance with FASB ASC Topic 718, are as follows: Ms. Ables, 0; Ms. Cole, 0; Mr. Davis, 94 units and $33,828 value, respectively; Mr. Foxx, 0; Mr. Koraleski, 427 units and $176,417 value, respectively; Ms. Perez, 0; Mr. Pike, 293 units and $121,034 value, respectively; Mr. Quillen, 165 units and $68,183 value, respectively; Mr. Slager, 0; and Mr. Wajsgras, 354 units and $146,275 value, respectively. The number of units credited to each of the Directors as of December 31, 2023, including units accumulated under the plan for all years of service as a Director, is as follows: Ms. Ables, 0; Ms. Cole, 13,867; Mr. Davis, 2,445; Mr. Foxx, 0; Mr. Koraleski, 3,387; Ms. Perez, 5,258; Mr. Pike, 958; Mr. Quillen, 5,295; Mr. Slager, 0; and Mr. Wajsgras, 1,494. |

  50. Director Compensation

    | 3 | Each Director who was serving immediately following the 2023 Annual Meeting of Shareholder received 362 RSUs in May 2023. The amounts in column (c) reflect the grant date fair value for these awards determined in accordance with FASB ASC Topic 718. The RSUs fully vested upon award and will be distributed to the Director upon retirement, except Ms. Cole and Ms. Perez, who each received a distribution of 181 unrestricted shares of common stock and deferred the distribution of 181 RSUs until retirement. As of December 31, 2023, each Director held RSUs in the amounts as follows: Ms. Ables, 3,307; Ms. Cole, 11,519; Mr. Foxx, 1,701; Mr. Koraleski, 4,111; Ms. Perez, 10,310; Mr. Pike, 2,541; Mr. Quillen, 10,907; Mr. Slager, 4,150; and Mr. Wajsgras, 1,963. As of December 31, 2023, none of the Directors held options for common stock. |

  51. Director Compensation

    | 4 | The amounts in column (f) reflect interest paid on fees deferred in cash under the Common Stock Purchase Plan for Directors. |

  52. Director Compensation

    | 5 | The amounts in column (g) reflect for each Director the dollar value of dividend equivalents paid in 2023 on common stock units held under the Common Stock Purchase Plan for Directors. The non-employee Directors did not receive perquisites or other personal benefits in 2023. |

  53. Director Compensation

    | 6 | Mr. Davis retired at the 2023 Annual Meeting of Shareholders in accordance with the Bylaws that provide for retirement at the annual meeting of shareholders following the Director’s 75th birthday. |

  54. Director Compensation

    | | MARTIN MARIETTA 31 |

  55. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    How much stock do Martin Marietta’s Directors, Director nominees and executive officers own? The following table sets forth information as of March 7, 2024 with respect to the shares of common stock that are beneficially owned by the Directors, nominees for election as Directors, the Chief Executive Officer, the Chief Financial Officer, and the three other named executive officers who are listed in the Summary Compensation Table on page 74 of this Proxy Statement, individually, and by all Directors and executive officers of Martin Marietta as a group. The address of each beneficial owner below is Martin Marietta’s principal executive office.

  56. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Deferred and Restricted Units(4) | Total | | Dorothy M. Ables | 3,307(2) | | 3,307 | | Roselyn R. Bar | 63,853 | 6,117 | 69,970 | | Robert J. Cardin | 4,380 | 2,720 | 7,100 | | Sue W. Cole | 29,636(2)(3) | | 29,636 | | Anthony R. Foxx | 1,701(2) | | 1,701 | | John J. Koraleski | 14,474(2) | | 14,474 | | James A. J. Nickolas | 20,180 | 3,087 | 23,267 | | Mary T. Mack | | | | | C. Howard Nye | 182,508 | 22,532 | 205,040 | | Laree E. Perez | 16,305(2) | | 16,305 | | Michael J. Petro | 2,650 | 4,102 | 6,752 | | Thomas H. Pike | 3,551(2) | | 3,551 | | Michael J. Quillen | 22,977(2) | | 22,977 | | Donald W. Slager | 4,150(2) | | 4,150 | | David C. Wajsgras | 3,520(2) | | 3,520 | | All Directors, nominees and executive officers as a group (17 individuals including those named above) | 374,776(3) | 45,969 | 420,745 |

  57. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | 1 | As to the shares reported, unless indicated otherwise, (i) beneficial ownership is direct, and (ii) the person indicated has sole voting and investment power. None of the Directors or named executive officers individually own in excess of one percent of the shares of common stock outstanding. All Directors and executive officers as a group own .68% of the shares of common stock outstanding as of March 7, 2024. None of the shares reported are pledged as security. |

  58. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | 2 | Amounts reported include (1) compensation paid on an annual basis that Directors have received in common stock units that are deferred pursuant to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors and (2) RSUs that each Director received in 2023 as part of their compensation. The Directors do not have voting or investment power for their respective common stock units and RSUs. The number of common stock units credited to each of the Directors pursuant to the Common Stock Purchase Plan as of March 7, 2024 is as follows: Ms. Ables, 0; Ms. Cole, 13,867; Mr. Foxx, 0; Mr. Koraleski, 3,463; Ms. Perez, 5,258; Mr. Pike, 1,010; Mr. Quillen, 5,274; Mr. Slager, 0; and Mr. Wajsgras, 1,557. |

  59. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | 3 | Includes an approximation of the number of shares in an IRA account. |

  60. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | 4 | The amounts reported include common stock units credited to each of the NEOs in connection with (i) their deferral of a portion of their cash bonus under the Martin Marietta Materials, Inc. Incentive Stock Plan, and (ii) RSUs (not including any performance-based share units (PSUs) granted under the Martin Marietta Amended and Restated Stock-Based Award Plan (the Plan) that are subject to forfeiture in accordance with the terms of the Stock Plan and are scheduled to vest within 60 days of March 7, 2024), each in the following amounts: Mr. Nye, 7,523 and 15,009, respectively; Ms. Bar, 3,007 and 3,110, respectively; Mr. Cardin, 0 and 2,720, respectively; Mr. Nickolas, 0 and 3,087, respectively; Mr. Petro, 217 and 3,885, respectively; and all Directors and executive officers as a group, 11,170 and 34,799, respectively. There are no voting rights associated with the stock units or RSUs. |

  61. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    | 32 2024 PROXY STATEMENT | |

  62. How much stock do Martin Marietta’s Directors, Director nominees and executive officers own?

    ◆ BENEFICIAL OWNERS AND MANAGEMENT

  63. Compensation Discussion and Analysis

    | Introduction | 43 | | Summary of Our Compensation Considerations | 44 | | Responsiveness to Shareholders: Shareholder Engagement and Feedback on Executive Compensation Programs | 44 | | Our 2023 Performance | 46 | | Sustainability, Safety and the Well-Being of Our Employees | 49 | | Compensation Decisions Yielding Alignment with Performance and Enhancing Our Corporate Resilience | 53 | | Pay Decisions and Compensation Governance Practices | 55 | | Determination of CEO Compensation | 56 | | 2023 Chair, President and CEO Compensation | 56 | | 2023 Named Executive Officers’ Compensation – Our Compensation Strategy | 57 | | Considerations Regarding 2023 Compensation | 59 | | 2023 Base Salary | 59 | | 2023 Annual Cash Incentive Goals and Results | 60 | | 2023 Actual Incentive Cash Earned | 60 | | Annual Incentive Feature: Stock Purchase Plan | 63 | | 2023 Long-Term Incentive Compensation Overview | 63 | | PSU Awards (55% of LTI Award) | 64 | | Selection of Relative TSR | 65 | | RSU Awards (45% of LTI Award) | 65 | | 2023-2025 Performance Goals | 65 | | 2021-2023 PSU Award Payouts | 66 | | Ongoing Corporate Governance Policies | 67 | | Compensation Decision Process | 67 | | Other Compensation Program Features | 69 | | Compensation Program Risk Assessment | 69 | | Stock-Based Awards Generally | 70 | | Stock Ownership Requirements | 70 | | Anti-Hedging and Pledging Policy | 71 | | Clawback Policy | 71 | | Our Use of Independent Compensation Consultants | 71 |

  64. Compensation Discussion and Analysis

    | Practice Regarding Timing of Equity Grants | 72 | | Perquisites | 72 | | Retirement and Other Benefits | 72 | | Potential Payments upon Termination or Change of Control | 73 | | Tax and Accounting Implications | 73 |

  65. Introduction

    Introduction This Compensation Discussion and Analysis, or CD&A, describes our 2023 executive compensation program and the attendant oversight provided by the Management Development and Compensation Committee of the Board of Directors (the Committee). It also summarizes our executive compensation structure and discusses the compensation earned by Martin Marietta’s named executive officers, or NEOs (the CEO, the CFO, and the three other most highly compensated executive officers in 2023), as presented below in the tables under “Executive Compensation” following this CD&A, which contain detailed compensation information quantifying and further explaining our NEOs’ compensation. The Company considers the input of our shareholders along with emerging best practices, to ensure alignment of our executive pay programs with shareholder interests. Following our 2023 Annual Meeting of Shareholders, we conducted a robust shareholder engagement program. Based on the feedback received from shareholders, we adopted a formulaic short-term incentive program for 2023 and committed to increasing our disclosure concerning vested long term incentive awards to include threshold and maximum goals in addition to disclosure of targets. For 2023, our NEOs were:

  66. Summary of Our Compensation Considerations

    | Shareholder Feedback (“What We Heard”) | | Action (“What We Did”) | Impact of Action (“Why This is Important”) | | Short Term Incentive (STI) | No concern with overall program and link to performance; desires a more formulaic plan and additional disclosure regarding performance metrics and applicable weightings. | In light of shareholder feedback and our lower-than-usual Say On Pay approval, a formulaic program was adopted for 2023 STI awards with the following features: • 80% is based on achievement of financial metrics (50% Adjusted Cash Gross Profit and 30% SG&A as a Percentage of Total Revenue) • 20% is based on achievement of safety and ESG metrics • An assessment of individual performance may provide for an adjustment of +/-20%. | ✓ Provides a strong link between pay and performance ✓ Reduces discretion ✓ Improves disclosure | | Long Term Incentive – Vested Awards | Recognized that the targets and formula were disclosed; no concern with program. | In addition to disclosure of targets, the Threshold and Maximum goals are also disclosed. | ✓ Improves disclosure ✓ Provides greater comparability | | Long Term Incentive – Future Awards | Recognized that disclosure of forward-looking performance metrics is competitively sensitive and satisfied with disclosure at vesting. | Performance metrics will continue to be disclosed following vesting of the awards. | ✓ Balances disclosure needs of shareholders with the risk of competitive harm through disclosure of forward-looking performance metrics |

  67. Compensation Decisions Yielding Alignment with Performance and Enhancing Our Corporate Resilience

    Compensation Decisions Yielding Alignment with Performance and Enhancing Our Corporate Resilience In determining compensation, the Committee considers many factors in order to align performance with the compensation received by our executives. As previously mentioned, while Martin Marietta’s executive incentives have always been driven by objective financial metrics, a new formulaic approach was introduced for calculating 2023 executive officer incentive values in response to shareholder feedback. As described below under 2023 Actual Incentive Cash Earned, the objective financial metrics in our annual plan that were measured for purposes of the 2023 Annual Cash Incentive were Adjusted Cash Gross Profit, which is viewed as indicative of the Company’s profitability, and Selling, General and Administrative Expenses (SG&A) as a Percentage of Total Revenues, which is viewed as indicative of the Company’s cost management. In addition, a portion of the incentive calculation is tied to achievement of targeted safety metrics and identified sustainability goals. Together, these metrics are important measures reflecting our performance and the creation of long-term value for shareholders. The Company’s exceptional performance in 2023 resulted in strong payouts from the Annual Cash Incentive Plan and reinforces our pay-for-performance strategy which aligns our performance with management’s pay and with shareholders’ interests. We also want to continuously ensure that our Company and business model are resilient and robust under challenging circumstances, regardless of whether they are predictable or within management’s control. In this regard, the Committee developed a Resilience Scorecard in 2021 that includes the key criteria described in the chart below that in our view measure our Company’s ability to remain strong through severe, unexpected circumstances, as well as assessing management’s actions and whether they were appropriate in responding to and managing through extraordinary events such as the COVID-19 pandemic. The Resilience Scorecard allows the Committee to apply a multiplier of 0.75x to 1.25x to management’s annual award that would be otherwise based on pre-event factors. These qualitative factors are important to position the Company to minimize the adverse impact from these unexpected events.

  68. Compensation Decisions Yielding Alignment with Performance and Enhancing Our Corporate Resilience

    While it was introduced in the context of the COVID-19 pandemic, we believe this scorecard is valuable to us under all circumstances. The Committee has determined not to apply any multiplier in the Resilience Scorecard to executive compensation in 2023, nor did it make any adjustments to executive compensation based on the scorecard.

  69. Pay Decisions and Compensation Governance Practices

    | WHAT WE DO | YES | | Pay for performance | Tie pay to performance by ensuring that a significant portion of NEO compensation is performance-based and at-risk. A formulaic approach to annual cash incentive compensation was introduced in 2023 in response to shareholder feedback. | | Median compensation targets | We generally aim to align all target compensation elements for our executives with the median of our peer group companies. The peer group is confirmed by the Committee on an annual basis. | | PSUs are a substantial portion of LTI | PSU grants, tied to our achievement of specified performance measures, comprised approximately 55% of the total value of annual long-term incentive grants made to our NEOs in 2023. RSUs comprised the remaining 45%. | | Independent compensation consultant | The Committee retains an independent compensation consultant. | | Robust share ownership requirements | We have robust stock ownership guidelines of 7 times base salary for the CEO, 5 times base salary for our other NEOs, and 5 times annual retainer for Directors. We also have an equity retention requirement of 50% of net shares paid as incentive compensation until ownership guidelines are met. | | Clawback policy | We have a mandatory compensation recovery (clawback) policy that implements the SEC and NYSE clawback rules and requires the Company to recover from its current and former executive officers certain incentive compensation that is erroneously paid in connection with an accounting restatement as well as a voluntary standalone policy allowing for recovery in the event of a financial restatement as a result of misconduct | | Regular engagement with shareholders | We engage with shareholders to hear their views on compensation and other issues. | | Annual elections | All of our Directors stand for election each year. |

  70. Determination of CEO Compensation

    Determination of CEO Compensation At each February Committee meeting, without the CEO present, the Committee reviews and evaluates CEO performance, and determines achievement levels for the prior year. At this meeting, the Committee also discusses an evaluation of the CEO’s performance, competitive compensation data, and salary and annual incentive pay recommendations with the independent members of the Board. In addition, the Committee reviews and discusses an award of RSUs and the target PSU grant size for the CEO at that meeting, which is also discussed with the independent members of the Board. The Committee’s independent compensation consultant provides the Committee with comparative compensation, background materials and analysis, and its recommendation in connection with these determinations.

  71. CEO Target Opportunity Mix*

    | * We consider base salary and annual incentives as short-term pay and PSUs and RSUs as long-term incentive (LTI) pay. We do not include retirement or other compensation components in the chart. |

  72. 2023 Annual Incentive

    2023 Annual Incentive Mr. Nye’s target annual incentive amount for 2023 was $2,056,000 (160% of base salary received for the year). His actual annual incentive for 2023 was $4,934,400 or 240% of target, as determined by the new formulaic approach.

  73. 2023-2025 Long-Term Incentives

    2023-2025 Long-Term Incentives In 2023, Mr. Nye’s target LTI award was 490% of base salary. He was granted an LTI award of $6,750,000, which was allocated 55%, or $3,710,000, in PSUs and 45%, or $3,040,000, in RSUs. RSUs will vest pro rata over three years, while the vesting of PSUs will be based upon our results relative to the three-year performance goals that were established in the beginning of 2023.

  74. 2023 Named Executive Officers’ Compensation – Our Compensation Strategy

    | • | Motivate our executives to achieve superior results and build long-term value for shareholders. |

  75. 2023 Named Executive Officers’ Compensation – Our Compensation Strategy

    | • | Encourage an ownership mentality and align the long-term financial interests of our executives with those of our shareholders. |

  76. 2023 Named Executive Officers’ Compensation – Our Compensation Strategy

    In 2023, our executive compensation structure consisted of three primary components: base salary, annual incentives, and long-term incentives. Within the long-term incentive component, we utilized a balanced portfolio of PSUs and RSUs. Martin Marietta has a long-standing commitment to pay for performance. We fulfill that aim by providing a majority of compensation through programs in which the amounts ultimately received vary in order to best reflect our financial, operational and strategic performance.

  77. 2023 Named Executive Officers’ Compensation – Our Compensation Strategy

    | Element | Primary Purpose | Key Characteristics | | Base Salary | To compensate the executive fairly and competitively for the responsibility level of the position. | Fixed compensation that is reviewed annually. | | Annual Performance-Based Incentive Awards | To motivate and reward organizational and individual achievement of annual, Company and individual objectives. | Variable compensation component; value calculated through formula tied to pre-established Company financial, safety and sustainability goals with an individual performance modifier. | | Incentive Stock Plan | To enable executives to invest certain levels of their annual incentive compensation into Martin Marietta stock units. | NEOs may elect to convert up to 50% of their annual cash incentive compensation into common stock units. | | Long-Term Incentive Awards | To align executives with shareholder interests, to reinforce long-term value creation, and to provide a balanced portfolio of long-term incentive opportunities. | Variable compensation component. Reviewed and granted annually. Program splits long-term incentives for NEOs at 55% PSUs and 45% RSUs. | | Performance Share Units (PSUs) | To motivate executives by tying incentives to our multi-year financial goals and relative TSR reinforcing the link between our executive officers and our shareholders. | Grants based on three-year adjusted EBITDA and Sales Growth goals, with a modifier based on TSR performance relative to peers. | | Restricted Stock Units (RSUs) | To motivate the appropriate behaviors for delivering superior long-term total shareholder return. | Stock price growth. Awards are subject to continued employment over three years and executives benefit from higher share price. | | Health/Welfare Plan and Retirement Benefits | To provide competitive benefits promoting employee health and productivity and support financial security. | Fixed compensation component. | | Perquisites and Other Benefits | To provide limited business-related benefits, where appropriate, and to assist in attracting and retaining executive officers. | Fixed compensation component. | | Change-in-Control Protection | To provide continuity of management and bridge future employment if terminated following a change in control. | Fixed compensation component; only paid in the event the executive’s employment is terminated other than for “cause” or for “good reason,” in either case, in connection with a change in control. |

  78. Considerations Regarding 2023 Compensation

    | Pay Component | Summary | | Base Salary | • At the February 2023 meeting, the Committee reviewed competitive market data and individual performance evaluations. Increases approved by the Committee were effective March 1, 2023 for all NEOs except the CEO, whose base salary did not change. The Committee approved additional base salary adjustments for two NEOs at its August 2023 meeting. | | Target Annual Cash Incentives | • Our CEO’s target incentive for 2023 was 160% of base earnings. For other NEOs’ target incentives for 2023 were 90% to 100% of base earnings. • Our CEO and other NEOs have the option to invest up to 50% of their annual cash bonuses into stock units, which are required to be held generally for a period of approximately three years. | | Long-Term Incentives | • Our LTI structure consists of PSUs and RSUs. • The LTI awards for NEOs in 2023 were weighted 55% PSUs and 45% RSUs. The LTI grant size is based on competitive market data. • PSU awards in 2023 are earned based on achievement of performance levels, with 33% based on three-year cumulative Sales Growth and 67% based on three-year cumulative adjusted EBITDA performance. The Company’s relative TSR ranking compared to the S&P 500 provides a modifier to the award, which may be adjusted up or down by up to 20%. • RSU and PSU awards are generally subject to continued employment for three years | | Total Compensation | • The Committee uses the size-adjusted 50th percentile of our Compensation Peer Group as a guide in setting the target for the total compensation opportunity, but considers a variety of factors in setting compensation, including the short-term and longer-term performance and leadership characteristics of the executive, and compensation may vary materially. Overall, the Committee believes targeted compensation should be more heavily weighted on variable “at-risk” compensation and longer-term components. |

  79. 2023 Base Salary

    | • | Other NEOs: approximately 4.5% to 9.7% increases, based on a review of competitive market data and individual performance evaluations. |

  80. 2023 Annual Cash Incentive Goals and Results

    2023 Annual Cash Incentive Goals and Results NEOs and other executives are eligible to earn annual incentive compensation under our Executive Cash Incentive Plan based on the achievement of identified and formula-defined performance metrics and goals. Individual NEO targets (as a percent of base salary) are approved by the Committee at the beginning of the year based on a review of competitive market data, the advice of the Committee’s independent compensation consultant, and internal pay equity. The Committee awards actual annual cash incentive compensation based on achievement against corporate performance objectives and individualized targeted goals. In light of shareholder feedback and a lower than usual Say On Pay approval in early 2023, a formula was adopted for annual cash incentive awards for all NEOs wherein 80% of the target incentive is based on achievement of financial goals and 20% is based on achievement of identified safety and sustainability metrics. After the formulaic award percentage is determined, an assessment of individual performance is conducted by the Committee to allow for a potential positive or negative adjustment of 20% for each executive. The maximum incentive compensation for executives based on the annual cash incentive plan formula, with the 20% assessment factor, is 250% of target. When the incentive payout percentage is calculated, the minimum amount for the payout will be 50% of target if the Company successfully pays an unreduced dividend in the year and records positive Net Earnings Attributable to Martin Marietta. The plan will payout at a minimum of 100% of target if the criteria for the 50% minimum payout level are met and the Company’s one-year operating margin ranks in the top three of six direct publicly traded peers (CRH plc, Eagle Materials, Inc., Heidelberg Materials, Holcim Ltd., Summit Materials, Inc., and Vulcan Materials Company). The Committee determines the adjustment to annual cash incentive compensation for each executive based on the achievement of individualized target goals tied to each executive’s specific areas of responsibility and the then-current and longer-term goals of the Company. The Committee also reviews and considers management’s furtherance of its strategic plan, including a primary objective of value-enhancing growth, and the advancement of the Mission, Vision, and Values of the Company to unify management with the same objectives. The Committee conducts a comparative review of the individual contributions of each of the executive officers towards achieving these goals. The Committee also considers qualitative measures of performance for the executive officers, such as adherence to and implementation of Martin Marietta’s Code of Ethical Business Conduct, customer satisfaction, and product quality. Ultimately, the incentive payments determined through the annual cash incentive compensation formula support Martin Marietta’s longstanding compensation philosophy of encouraging superior performance and rewarding the achievement of Martin Marietta’s annual goals. We set challenging, but attainable targets, approved by the Board, and designed to continue to drive shareholder value and exceptional corporate stewardship.

  81. 2023 Actual Incentive Cash Earned

    2023 Actual Incentive Cash Earned For 2023, the Committee determined in February 2024 that the achievement of the goals included in the Company’s annual cash incentive compensation formula warranted the payment of annual incentives to executive officers. In 2023, all of the company’s executive officers participated in the plan. The annual incentive compensation level paid for 2023 for the NEOs other than Mr. Nye ranged from 240% to 250% of target. The annual incentive compensation level paid for 2023 for Mr. Nye was 240% of target. These amounts were consistent with the formula short term incentive plan adopted by the Committee.

  82. 2023 Actual Incentive Cash Earned

    | % Weight | Metric | Performance Goals | Threshold (Payout % of Target) | Guidance Goal/ Target (Payout % of Target) | Maximum (Payout % of Target) | Total Achieved | | 50% | Adjusted Cash Gross Profit* | Metric Aligned with February Guidance | $1.422 billion (0%) | $2.187 billion (100%) | $2.351 billion (230%) | $2.506 billion (230%) | | 30% | SG&A as a % of Total Revenue** | Metric Aligned with February Guidance | 8.00% (0%) | 7.00% (100%) | 6.65% (230%) | 6.60% (230%) | | 20% | Safety & ESG Performance | Execution of Identified Safety & ESG Activities, World Class LTIR & TIIR | Safety: Complete 1 Safety Activity; ESG: Submit to 1 key public index (50%) | Safety: 1 World Class Metric ESG: Submit to 2 key public indices (100%) | Safety: 2 World Class Metrics ESG: Submit to 3 key public indices (230%) | Safety: Achieved 2 World Class Metrics and formed Safety Task Force; ESG: Submitted to 4 key public indices (230%) |

  83. 2023 Actual Incentive Cash Earned

    | NEO | 2023 Individual Goals | Target Annual Incentive Bonus (% of Salary) | 2023 Target Annual Incentive* | 2023 Actual Annual Incentive | | C. Howard Nye | • Drive continuous improvement in the Company’s safety culture and performance • Generate long-term value for shareholders through development and execution of the Company’s Strategic Operating Analysis and Review (SOAR) Plan, organic and inorganic growth, including prudent allocation of capital • Ongoing delivery and execution of management succession and development plans • Management of enterprise challenges, including ongoing leadership through the ongoing global pandemic | 160% | $2,056,000 | $4,934,400 | | James A. J. Nickolas | • Effective development and oversight of financial filings, audits and accounting • Continue to develop and execute necessary plans to ensure the strength of the Company’s balance sheet • Continue to develop the talent and capability of finance team | 100% | $680,500 | $1,701,933 | | Roselyn R. Bar | • Effective management of the legal department, including appropriate handling of compliance and securities laws matters, annual and periodic reporting, corporate governance, transactions, and robust case assessment • Provide oversight of ethics program as Chief Ethics Officer • Oversee Sustainability function • Continue to improve processes and management of Corporate Secretary function | 100% | $686,750 | $1,717,480 | | Robert J. Cardin | • Ensure accurate financial reporting in compliance with regulatory standards and company policies while maintaining effective internal controls over financial reporting • Effectively implement best practices to optimize financial processes and enhance efficiencies • Monitor changes in accounting standards, regulations, and industry practices to ensure compliance and assess potential impacts on the organization | 90% | $387,506 | $930,218 | | Michael J. Petro | • Execute the Company’s strategic plan (SOAR) while identifying new market opportunities and business areas for growth • Formulate strategic plans and initiatives to capitalize on market opportunities while mitigating risks • Lead the evaluation and execution of strategic acquisitions, partnerships, divestitures, and alliances to support SOAR | 90% | $357,000 | $892,725 |

  84. Annual Incentive Feature: Stock Purchase Plan

    Annual Incentive Feature: Stock Purchase Plan The Incentive Stock Plan further promotes the alignment of executive compensation levels with our investors’ financial interests by allowing a portion of the annual bonus award to be deferred into Company stock units that vest based on continued service. The voluntary election allows executives to invest up to 50% of their annual cash incentive compensation to purchase units that are subsequently converted into shares of common stock pursuant to the terms of the plan at a 20% discount from the market price of Martin Marietta’s common stock on the date the amount of the incentive compensation is determined. The discount is used to account for the risk of trading current cash compensation for “at-risk” shares which may decline in value. The units generally vest in three years from the date of the award and are distributed in shares of common stock. If an executive officer voluntarily terminates employment before the units vest, the stock units are forfeited and the executive officer receives a cash payment equal to the lesser of the cash that was invested or the fair value of the share units on the day of termination. The contribution directly links a portion of executive officer compensation to shareholder returns. The vesting aspect, combined with the yearly stock purchase requirement, creates continuous overlapping three-year cycles, which encourage executive officer retention and provide a continuous link of a significant portion of executive officer compensation with shareholder return over the long-term to reward these executive officers in line with our shareholders when our stock price increases.

  85. 2023 Long-Term Incentive Compensation Overview

    2023 Long-Term Incentive Compensation Overview Our LTI plan design reflects the objectives of our compensation program and is in-line with current market approaches, based on the advice of the Committee’s independent compensation consultant. Our plan design objectives are a simplified LTI program that is transparent and enhances the line of sight between our performance and compensation. The award in 2023 for all NEOs was determined as a fixed percentage of base salary with some variation for position and grade, which amount was converted into common stock units based on the average Martin Marietta stock price for the 20-day period ending on February 24, 2023, the day the Committee confirmed the award, or $360.29. This award value was then divided into PSUs and RSUs, with 55% of the total award for NEOs consisting of the PSUs at target level and 45% of the total award for NEOs consisting of RSUs. The Committee believes that the incentive mix (PSUs and RSUs) constitutes an appropriate pay process and streamlined plan, which more fully reflects the performance of the Company and is better aligned with each NEO’s role within Martin Marietta. See a further description under Outstanding Equity Awards at Fiscal Year-End and corresponding footnotes on page 77. The following table provides a notional example of the LTI plan design.

  86. 2023 Long-Term Incentive Compensation Overview

    | Salary $ | LTI Target % | LTI Target Value $ | PSU % | PSU Value $ | RSU % | RSU Value $ | | $150,000 | 140% | $210,000 | 55% | $115,500 | 45% | $94,500 |

  87. 2023 Long-Term Incentive Compensation Overview

    The following table provides a summary of the long-term incentives that each of the NEOs was granted in 2023.

  88. 2023 Long-Term Incentive Compensation Overview

    | NEO | RSUs (3 year annual installment vesting) (# of shares) | PSUs – Target (3 year cliff vesting subject to achievement of performance measures) (# of shares) | | C. Howard Nye | 8,431 | 10,305 | | James A. J. Nickolas | 1,487 | 1,817 | | Roselyn R. Bar | 1,509 | 1,844 | | Robert J. Cardin | 705 | 861 | | Michael J. Petro | 650 | 794 |

  89. 2023 Long-Term Incentive Compensation Overview

    | | MARTIN MARIETTA 63 |

  90. 2023 Long-Term Incentive Compensation Overview

    COMPENSATION DISCUSSION AND ANALYSIS ◆ PSU AWARDS (55% OF LTI AWARD)

  91. PSU Awards (55% of LTI Award)

    PSU Awards (55% of LTI Award) One of our compensation objectives is to align the potential rewards to senior management with increases in shareholder value. In that regard, the PSUs give the recipient the opportunity to receive Martin Marietta common stock if specific performance goals are achieved, consisting of:

  92. PSU Awards (55% of LTI Award)

    | 1) | Adjusted earnings before Interest, Income Taxes, Depreciation and Amortization (Adjusted EBITDA), measuring profitability and comprising 67% of the total target award, and |

  93. PSU Awards (55% of LTI Award)

    | 2) | Sales Growth, measuring growth and comprising 33% of the total target award. |

  94. PSU Awards (55% of LTI Award)

    | 3) | In addition, relative Total Shareholder Return (rTSR) will act as a modifier for the performance such that Martin Marietta’s performance will be measured against the S&P 500, and will modify the total award by a range of -20% to +20%. |

  95. PSU Awards (55% of LTI Award)

    The following table summarizes the weighting of our PSU performance measures:

  96. PSU Awards (55% of LTI Award)

    | Cumulative Adjusted EBITDA | Cumulative Sales Growth | Relative TSR Modifier | | 67% | 33% | +/-20% |

  97. PSU Awards (55% of LTI Award)

    Adjusted EBITDA and Sales Growth are two of the drivers of our performance and metrics of significance to our investors. The total payout opportunity for PSUs in 2023 was 0% to 240%: 50% of target if the threshold level is satisfied, 100% of target if the target level is satisfied, and 200% of target if the maximum level is satisfied. The rTSR modifier over the three-year measurement period is then applied to the final award to adjust it up or down by up to 20%. The threshold must be satisfied to receive PSUs for each performance metric. If the threshold is not met, none of the PSUs relating to that metric will vest. Performance for each metric is measured independently, so PSUs can be earned as long as the threshold is satisfied for at least one metric. The “Target” level is generally viewed as achievable although it has not been achieved every year. The “Maximum” level is attainable if we outperform in the area measured. PSU payments are capped at the target level if three-year TSR is negative. The performance will be measured in February 2026 for the three-year period beginning January 2023 through December 2025 to determine the Company’s (1) the three-year cumulative Adjusted EBITDA against the target identified in the PSU Award Agreement, and (2) the three-year cumulative Sales Growth against the target identified in the PSU Award Agreement. The payment amount will be further modified by the rTSR for the three-year period as against the S&P 500, as set forth in the PSU Award Agreement. The Committee in its discretion may adjust the final award values only as set forth in the Agreement, either collectively or on an individual basis, in recognition of factors that are unusual or nonrecurring. Over the three-year performance period, up to one-third of the target PSUs may be locked-in each year, subject to the rTSR modifier, based on one-third of the three-year cumulative Adjusted EBITDA and Sales Growth goals. Each year, any earned PSUs are not distributed until the end of the three-year measurement period when the cumulative three-year performance is determined. The actual PSUs will equal the greater of the total PSUs earned for each of the annual periods or the amount earned for cumulative three-year performance (capped at 200% of target). The final amount of earned PSUs to be distributed is then subject to the three-year rTSR modifier. The PSUs will convert to unrestricted common stock and be distributed to the extent that the performance goals have been met, which will be determined in February 2026. These awards are also generally subject to continued employment through the date the PSUs vest. The actual financial performance targets and achievement against those targets will be disclosed at the end of the three-year performance period.

  98. PSU Awards (55% of LTI Award)

    | 64 2024 PROXY STATEMENT | |

  99. PSU Awards (55% of LTI Award)

    SELECTION OF RELATIVE TSR ◆ COMPENSATION DISCUSSION AND ANALYSIS

  100. Selection of Relative TSR

    Selection of Relative TSR We selected rTSR for the PSUs to measure our performance against the companies in the S&P 500 index. We recognize that every industry faces different challenges and opportunities, and that the S&P 500 index does not perfectly correlate to the environment in which Martin Marietta operates. However, we believe that the majority of similar companies in the building construction materials industry are not publicly-held companies or are not U.S. companies, and therefore accurate information to potentially use as comparisons is not readily available. As a result, we believe that comparing our TSR against the S&P 500 index is appropriate because (1) it measures the interest of investors for whom we compete, (2) there is no consensus of a significantly better peer group with readily available comparable financial information; and (3) by using rTSR as a modifier rather than a primary measurement, we give our other performance measures more weight and their focus on profitability and growth both provide long-term value creation. We believe that Adjusted EBITDA, Sales Growth and rTSR metrics drive the behaviors of our management team in ways that are intended to create the most value for our shareholders.

  101. RSU Awards (45% of LTI Award)

    RSU Awards (45% of LTI Award) RSUs vest in three equal portions, each on the anniversary of the grant date (February 24, 2023) over a period of three years, subject generally to continued employment through each one of those anniversaries. Once the restricted period ends (each anniversary for one third of the total RSU award), the recipient will be issued unrestricted shares of common stock (minus applicable taxes). The Committee believes that time-based RSUs align executive officers’ interests with those of shareholders, provides significant retentive characteristics and balances the significant amount of performance-based compensation provided, including the transition to the formulaic performance-based short term incentive award in 2023.

  102. 2023-2025 Performance Goals

    2023-2025 Performance Goals In setting minimum and maximum levels of payment, we reviewed historical levels of performance against our long-range plan commitments and conducted sensitivity analyses on alternative outcomes focused on identifying likely minimum and maximum boundary performance levels. Levels between 100% and the minimum and maximum levels were derived using linear interpolation between the performance hurdles. The specific Adjusted EBITDA and Sales Growth target values for the 2023-2025 PSUs are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of the information. We discussed this approach to forward-looking targets with shareholders as part of our 2023 outreach efforts, and shareholders are supportive of keeping the targets confidential until the awards vest and are distributed. We have presented the target level for each of these metrics by reference to our internal plan level and quantified these amounts above and below that level for the maximum and threshold levels, respectively. The method used to calculate the awards will be based on actual performance compared to our 2023-2025 targets, with straight-line interpolation between points. The individual award agreements require the adjustment of goals to ensure that the ultimate payouts are not impacted to the benefit or detriment of management by specified events, such as unplanned pension contributions, changes in GAAP accounting standards or impact of an acquisition or divestiture. The Committee may exercise its discretion to reduce the final vesting percentage to no more than target if the Company’s three-year TSR is less than zero. In setting performance goals for the three-year PSUs awarded in 2023, the Committee considered various factors and received advice from its independent compensation consultant in choosing the metrics and establishing the goals, including:

  103. 2023-2025 Performance Goals

    | • | The metrics reflect drivers of our performance and we believe are important to our investors. |

  104. 2023-2025 Performance Goals

    | • | The goals are consistent with our business plan and positive over prior year. |

  105. 2023-2025 Performance Goals

    | • | We have a history of setting challenging target and maximum goals. |

  106. 2023-2025 Performance 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.

  107. 2023-2025 Performance Goals

    | | MARTIN MARIETTA 65 |

  108. 2023-2025 Performance Goals

    COMPENSATION DISCUSSION AND ANALYSIS ◆ 2023-2025 PERFORMANCE GOALS

  109. 2023 Performance Goals and Metrics

    2023 Performance Goals and Metrics

  110. 2023 Performance Goals and Metrics

    | Relative TSR (Modifier +/- 20%)* | | Adjusted EBITDA (67%)*** | | Sales Growth (33%) | | | TSR Percentile Achievement | Payout Factor | EBITDA Achievement | Payout Factor** | Sales Growth Achievement | Payout Factor** | | ≥ 75th | +20% (Maximum) | Plan Level plus ≥ $.39B | 200% (Maximum) | Plan Level plus ≥ 8.0% | 200% (Maximum) | | 50th | 0% adjustment (Target) | Plan Level EBITDA | 100% (Target) | Plan Level | 100% (Target) | | ≤ 25th | -20% (Threshold) | Plan Level minus $1.57B | 50% (Threshold) | Plan Level minus 7.0% | 50% (Threshold) | | | | Plan Level minus > $1.57B | 0% | Plan Level minus > 7.0% | 0% |

  111. 2023 Performance Goals and Metrics

    | * 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). |

  112. 2023 Performance Goals and Metrics

    | ** Threshold and maximum are a percentage of the target. |

  113. 2023 Performance Goals and Metrics

    | *** Adjusted EBITDA for this purpose is calculated in the same manner as set forth in the reconciliations as provided in Appendix B, which includes adjustments for certain nonrecurring items in accordance with the award agreements. |

  114. 2021-2023 PSU Award Payouts

    2021-2023 PSU Award Payouts PSUs that were granted in 2021 were structured similarly to the PSUs awarded in 2023. These PSUs vested on December 31, 2023, because the applicable performance criteria were satisfied, and were certified and paid out in February 2024. The PSU payouts for the three-year performance period ended December 31, 2023 were calculated by comparing actual corporate performance for each metric for the period January 1, 2021 through December 31, 2023, against a table of payment levels from 0% to 200% (with the 100% payout level being considered target) established at the beginning of the performance period. For the three-year performance period ended December 31, 2023, the maximum award of 240% of target was earned based on the Company’s performance. The results were above the targeted level for each metric. Adjusted EBITDA (weighted 67%) was $4.88 billion compared to our pre-established target of $4.13 billion and generated a 134% weighted payout factor and Sales Growth (weighted 33%) was 37.64% compared to our pre-established target of 4.5% and generated a 66% weighted payout factor. The rTSR modifier, which provides for an adjustment up or down of up to 20%, resulted in a 120% adjustment as our TSR over the three-year measurement period was at the 82.1 percentile of S&P 500 companies over the same period. The awards are calculated pursuant to the provisions provided in the award agreements. The Committee cannot make any adjustments to the final payout factor beyond the adjustments specified in the award agreements.

  115. 2021-2023 PSU Award Payouts

    | Measure | Threshold Target (50%) | Performance Target (100%) | Maximum Target (200%) | Performance Result | Weighting | Weighted Payout Earned | | Adjusted EBITDA | $2.85B | $4.125B | $4.65B | $4.88B | 67% | 134% | | Sales Growth | 3.0% | 4.5% | 9.0% | 37.64% | 33% | 66% | | Relative TSR | 25th Percentile | 50th Percentile | 75th Percentile | 82.1 Percentile | +/-20% | 120% of total award | | Total Final Payout | | | | | | 240% of target |

  116. 2021-2023 PSU Award Payouts

    | 66 2024 PROXY STATEMENT | |

  117. 2021-2023 PSU Award Payouts

    2021-2023 PSU AWARD PAYOUTS ◆ COMPENSATION DISCUSSION AND ANALYSIS Based on a weighted payout factor of 240%, the following table shows the payouts under the 2021-2023 PSUs.

  118. 2021-2023 PSU Award Payouts

    | Payment Calculation for PSUs Granted in 2021 Certified on February 20, 2024 | | | | NEO | Target Units Granted in 2021 (shares) | Payout (shares) | | C. Howard Nye | 11,735 | 28,164 | | James A. J. Nickolas | 1,864 | 4,474 | | Roselyn R. Bar | 1,943 | 4,664 | | Robert J. Cardin | 714 | 1,714 | | Michael J. Petro | 383 | 920 |

  119. Ongoing Corporate Governance Policies

    | • | The Committee’s independent compensation consultant is retained directly by the Committee. |

  120. Ongoing Corporate Governance Policies

    | • | We cap PSU payments at target if three-year TSR is negative, regardless of our ranking. |

  121. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retained Pay Governance, an independent compensation consultant, in accordance with the Committee’s charter. The consultant reports directly to the Committee. The Committee retains sole authority to hire or terminate the consultant, approve its compensation, determine the nature and scope of services, and evaluate performance. The compensation consultant attends Committee meetings, either in person or by telephone, as requested, and communicates with the Committee Chair between meetings. The Committee makes all final decisions. The compensation consultant’s specific roles include, but are not limited to, the following:

  122. Role of the Independent Compensation Consultant

    | • | Advise the Committee on executive compensation trends and regulatory developments and other factors affecting executive officer compensation, as well as any other areas of concern or risk. |

  123. Role of the Independent Compensation Consultant

    | • | Provide a total compensation assessment for executives compared to peer companies and recommendations for executive pay. |

  124. Role of the Independent Compensation Consultant

    | • | Serve as a resource to the Committee Chair for meeting agendas and supporting materials in advance of each meeting. |

  125. Role of the Independent Compensation Consultant

    | • | Review and comment on proxy disclosure items, including this CD&A. |

  126. Role of the Independent Compensation Consultant

    | • | Advise the Committee on management’s pay recommendations. |

  127. Role of the Independent Compensation Consultant

    Based on these activities, the compensation consultant makes recommendations regarding, and proposes adjustments to, our executive officer compensation program as it deems appropriate. While the consultant works closely with the appropriate members of our executive management team in performing these activities, the consultant reports directly to and is retained by the Committee on all executive compensation matters, and speaks to the Committee and the Chair of the Committee on a regular basis without management present.

  128. Role of Peer Companies and Competitive Market Data

    Role of Peer Companies and Competitive Market Data The Committee considered peer groups for two elements of the executive compensation program in 2023: the Compensation Peer Group, consisting of 17 companies that the Committee believes compete with us for talent, and the TSR Peer Group, consisting of the S&P 500, which the Committee believes compete with us for investors and is used to assess the achievement of rTSR measured for the PSU awards. Annually, the Committee studies competitive total compensation market data provided by its independent compensation consultant. To assess competitive pay levels, the Committee reviews and approves the composition of our Compensation Peer Group. The following peer group criteria are considered:

  129. Role of Peer Companies and Competitive Market Data

    | • | Company size; |

  130. Role of Peer Companies and Competitive Market Data

    | • | Company market cap; |

  131. Role of Peer Companies and Competitive Market Data

    | • | Companies in similar industries based on Global Industry Classification Standard (GICS) code classifications; |

  132. Role of Peer Companies and Competitive Market Data

    | • | Direct competitors for business and management talent that are publicly-traded in the United States; |

  133. Role of Peer Companies and Competitive Market Data

    | • | Companies covered by the investment analysts that track Martin Marietta; and |

  134. Role of Peer Companies and Competitive Market Data

    | • | Companies that include Martin Marietta in their compensation peer group. |

  135. Role of Peer Companies and Competitive Market Data

    | 68 2024 PROXY STATEMENT | |

  136. Role of Peer Companies and Competitive Market Data

    COMPENSATION DECISION PROCESS ◆ COMPENSATION DISCUSSION AND ANALYSIS The following companies comprised our Compensation Peer Group for 2023 base salary and long-term incentive pay decisions:

  137. Role of Peer Companies and Competitive Market Data

    | Albemarle Corporation | Dover Corporation | Lennox International Inc. | Owens Corning | | Carlisle Companies Incorporated | Eastman Chemical | Masco Corporation | RPM International | | Celanese Corporation | FMC Corporation | Newmont Corporation | Vulcan Materials Company | | CF Industries Holdings, Inc. | Fortune Brands Home & Security, Inc. | Old Dominion Freight Line, Inc. | Westlake Chemical Corporation | | Commercial Metals Company | | | |

  138. Role of Peer Companies and Competitive Market Data

    The Committee studies competitive total compensation data from various sources, including proxy statements of the peer group. Since proxy statements do not provide precise comparisons by position to our executive officers, in 2023 the Committee also took into consideration published independent compensation surveys for each executive officer. Where available, size-adjusted market values were developed using regression analysis. This statistical technique accounts for revenue size differences within the compensation survey participants and develops an estimated market value for a similar-size company as Martin Marietta. The size-adjusted 50th percentile for total compensation is a key reference point for the Committee. On average, the target for our NEO total compensation opportunities is competitively positioned within a reasonable range of the size-adjusted 50th percentile. Although the Committee uses the size-adjusted 50th percentile as its starting point in setting compensation levels, the compensation packages for executive officers may vary materially from it based on several factors. Market data, position, tenure, individual and organization performance, retention needs and internal pay equity have been the primary factors considered in decisions to increase or decrease compensation opportunities. Specifically, the Committee typically sets compensation levels below the size-adjusted 50th percentile for executive officers with relatively less relevant experience, less responsibility, less tenure with Martin Marietta and/or lower performance ratings. Conversely, if an officer consistently receives favorable performance ratings, accumulates years of service and expertise in relevant areas, has more responsibility and/or has significant other achievements, his or her compensation will typically be above the size-adjusted 50th percentile.

  139. Compensation Program Risk Assessment

    | • | Our annual incentive compensation plan does not provide payment for poor individual or corporate performance, regardless of whether the failure to achieve target was outside management’s control. |

  140. Compensation Program Risk Assessment

    | • | There are caps on the long-term equity awards, even if the required performance-related criteria are exceeded. |

  141. Compensation Program Risk Assessment

    | • | A majority of the NEOs’ compensation is long-term, with equity grants vesting over three to five years, depending on the award. |

  142. Compensation Program Risk Assessment

    | • | Our compensation is not based on highly leveraged short-term incentives that encourage high risk investments at the expense of long-term value. |

  143. Compensation Program Risk Assessment

    | • | Long-term compensation to executive officers is based on specific performance measures that balance long-term growth and returns. |

  144. Compensation Program Risk Assessment

    | • | The Committee uses benchmarking data and the advice of its independent compensation consultant to keep compensation in line with typical market practices and appropriate to Martin Marietta’s needs. |

  145. Compensation Program Risk Assessment

    | • | We use a balanced portfolio of long-term incentive programs. |

  146. Stock-Based Awards Generally

    Stock-Based Awards Generally All of Martin Marietta’s active equity-based award plans have been approved by shareholders. Our Stock Plan requires a minimum vesting period of 12 months for restricted stock or RSUs and a minimum vesting period of 36 months for stock options or stock appreciation rights (SARs). The Company has not issued SARs and has not issued stock options since 2015.

  147. Our Use of Independent Compensation Consultants

    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 2023, 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:

  148. Our Use of Independent Compensation Consultants

    | • | Pay Governance does not provide any services to Martin Marietta other than compensation advisory services. |

  149. Our Use of Independent Compensation Consultants

    | • | The compensation paid to Pay Governance is less than 1% of Pay Governance’s revenues. |

  150. 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. |

  151. Our Use of Independent Compensation Consultants

    | • | Pay Governance employees supporting the engagement do not own Martin Marietta securities. |

  152. Our Use of Independent Compensation Consultants

    | • | 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. |

  153. Our Use of Independent Compensation Consultants

    | | MARTIN MARIETTA 71 |

  154. Our Use of Independent Compensation Consultants

    COMPENSATION DISCUSSION AND ANALYSIS ◆ OUR USE OF INDEPENDENT COMPENSATION CONSULTANTS 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 2023. 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 2023.

  155. Practice Regarding Timing of Equity Grants

    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 2023 at the Committee’s regularly scheduled meetings in February following the availability 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:

  156. Practice Regarding Timing of Equity Grants

    | • | 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. |

  157. Practice Regarding Timing of Equity Grants

    | • | 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. |

  158. Practice Regarding Timing of Equity Grants

    In addition, our existing stock award plan prohibits repricing of stock options or paying cash for underwater stock options.

  159. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We do not have written employment agreements with executives. Instead, each of our NEOs has a change of control severance agreement (an Employment Protection Agreement) that provides for retention and continuity in order to minimize disruptions during a pending or anticipated change of control. The agreements are triggered only by a qualifying termination of employment in connection with a change of control. Martin Marietta’s equity-based award plans and retirement plans also provide for certain post-termination payments and benefits. The Committee believes these payments and benefits are also important to align the interests of the executive officers with the interests of the shareholders because the agreements will reduce or eliminate the reluctance to pursue potential change of control transactions that may ultimately lead to termination of their employment but would otherwise be in the best interests of our shareholders. The Employment Protection Agreements are described on page 82 of this Proxy Statement.

  160. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal years set forth below. Martin Marietta has not entered into any employment agreements with any of the named executive officers.

  161. Summary Compensation Table

    Summary Compensation Table

  162. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | C. Howard Nye Chair, President and CEO | 2023 | 1,285,000 | | 8,580,337 | | 3,453,842 | 5,132,284 | 37,422 | 18,488,885 | | | 2022 | 1,285,000 | | 7,316,720 | | 2,878,400 | 1,266,898 | 37,233 | 12,784,251 | | | 2021 | 1,275,000 | | 8,485,027 | | 2,275,000 | 2,873,669 | 30,891 | 14,939,587 | | James A. J. Nickolas Executive Vice President and CFO | 2023 | 680,500 | | 1,252,003 | | 1,701,933 | 631,870 | 29,254 | 4,295,560 | | | 2022 | 630,000 | | 1,334,186 | | 803,558 | | 28,594 | 2,796,338 | | | 2021 | 585,833 | | 1,153,505 | | 856,965 | 258,325 | 30,742 | 2,885,370 | | Roselyn R. Bar Executive Vice President, General Counsel and Corporate Secretary | 2023 | 686,750 | | 1,785,893 | | 1,201,160 | 1,557,787 | 46,719 | 5,279,309 | | | 2022 | 642,500 | | 1,639,900 | | 665,000 | 94,491 | 38,161 | 3,080,052 | | | 2021 | 610,833 | | 1,452,666 | | 751,480 | 1,014,135 | 37,398 | 3,866,512 | | Robert J. Cardin(7) Senior Vice President, Controller and Chief Accounting Officer(7) | 2023 | 430,562 | | 593,407 | | 930,218 | 320,612 | 33,986 | 2,308,785 | | Michael J. Petro(7) Senior Vice President, Strategy and Development | 2023 | 396,667 | | 547,180 | | 892,725 | 165,198 | 25,676 | 2,027,446 |

  163. Summary Compensation Table

    | 1 | The amounts in column (c) reflect the base salary actually paid. |

  164. Summary Compensation Table

    | 2 | The amounts in column (e) reflect the aggregate grant date fair value of awards made in the year reported, determined in accordance with FASB ASC Topic 718 (without any assumption for early forfeiture), of awards of RSUs and awards of PSUs, which are described in more detail on pages 63-64 under the heading “2023 Long-Term Incentive Compensation Overview.” The amounts included in the table reflects the value of the units granted, which are subject to forfeiture if the executive does not remain in the employment of Martin Marietta for the requisite time period (generally three years) or if Martin Marietta does not achieve the performance criteria, where applicable. The amounts reported include the amounts of cash bonuses deferred in common stock units by each named executive officer pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 63 under the heading “Annual Incentive Feature: Stock Purchase Plan”. The amount in column (e) includes PSUs based on the target level of performance. Assuming the maximum payout under the PSUs granted in 2023, whose payout will be determined in February 2026 based on the Company’s performance in 2023-2025, the amounts reported above for 2023 would be as follows: Mr. Nye, $9,712,999; Mr. Nickolas, $1,712,616; Ms. Bar, $1,738,066; Mr. Cardin, $811,538; and Mr. Petro, $748,387. Assumptions used in the calculation of these amounts are included in Note K to Martin Marietta’s audited financial statements for the fiscal year ended December 31, 2023, included in Martin Marietta’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. The amounts of cash bonus deferred in 2023 for each named executive officer are included in column (e) as follows: Mr. Nye, $1,480,558; Mr. Nickolas, $0; Ms. Bar, $515,320; Mr. Cardin, $0; and Mr. Petro, $0. |

  165. Summary Compensation Table

    | 3 | The Company does not issue SARs and has not granted any stock options since 2015. The Stock Plan prohibits share recycling for stock options or SARs. |

  166. Summary Compensation Table

    | 4 | The amounts in column (g) for 2023 reflect the cash paid to the named individuals earned in 2023 and paid in 2024 under annual incentive arrangements discussed in further detail beginning on page 60 under the headings “2023 Annual Cash Incentive Goals and Results” and “2023 Actual Incentive Cash Earned,” and not deferred pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 63 under the heading “Annual Incentive Feature: Stock Purchase Plan.” |

  167. Summary Compensation Table

    | 74 2024 PROXY STATEMENT | |

  168. Summary Compensation Table

    GRANTS OF PLAN-BASED AWARDS ◆ EXECUTIVE COMPENSATION

  169. Summary Compensation Table

    | 5 | The amounts in column (h) reflect the aggregate increase in the actuarial present value of the named executive officer’s accumulated benefits during 2023, 2022 and 2021, respectively, under all defined benefit retirement plans established by Martin Marietta determined using interest rate and mortality rate assumptions consistent with those used in Martin Marietta’s financial statements and include amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested. |

  170. Summary Compensation Table

    | 6 | The amount shown in column (i) for 2023 reflects for each named executive officer: matching contributions allocated by Martin Marietta to each of the named executive officers pursuant to the Savings and Investment Plan, which is more fully described on page 72 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye, $11,550; Mr. Nickolas, $11,550; Ms. Bar, $11,550; Mr. Cardin, $11,550, and Mr. Petro, $11,550; the value attributable to life insurance benefits provided to the named executive officers, which is more fully described on page 72 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye, $14,800; Mr. Nickolas, $5,382; Ms. Bar, $19,812; Mr. Cardin, $4,912; and Mr. Petro, $652 the value attributable to personal use of leased automobiles provided by Martin Marietta in the following amounts: Mr. Nye, $10,387; Mr. Nickolas, $12,322; Ms. Bar, $15,357; Mr. Cardin, $17,524; and Mr. Petro, $13,474. These values are included as compensation on the W-2 of named executive officers who receive such benefits. Each such named executive officer is responsible for paying income tax on such amount. |

  171. Summary Compensation Table

    | 7 | Mr. Cardin and Mr. Petro were not named executive officers for purposes of the Summary Compensation Table in 2021 or 2022. |

  172. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below shows each grant of an award made to a named executive officer in the fiscal year ended December 31, 2023. This includes equity awards made to the named executive officers under the Stock Plan and the Incentive Stock Plan.

  173. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  174. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Award | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards(4) ($) (j) | | Name (a) | Grant Date (b) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (c) | (d) | (e) | (f) | (g) | (h) | | | | C. Howard Nye | 02/23/24(1) | | 1,439,200 | 5,250,000 | | 1,406 | 5,126 | | 771,444 | | | 02/24/23(2) | | | | 4,122 | 10,305 | 24,732 | | 4,047,083 | | | 02/24/23(3) | | | | | | | 8,431 | 3,052,696 | | James A. J. Nickolas | 02/23/24(1) | | 680,500 | 7,500,000 | | | | | | | | 02/24/23(2) | | | | 727 | 1,817 | 4,361 | | 713,590 | | | 02/24/23(3) | | | | | | | 1,487 | 538,413 | | Roselyn R. Bar | 02/23/24(1) | | 480,725 | 5,250,000 | | 470 | 5,126 | | 257,880 | | | 02/24/23(2) | | | | 738 | 1,844 | 4,426 | | 724,194 | | | 02/24/23(3) | | | | | | | 1,509 | 546,379 | | Robert J. Cardin | 02/23/24(1) | | 387,506 | 7,500,000 | | | | | | | | 02/24/23(2) | | | | 345 | 861 | 2,067 | | 338,141 | | | 02/24/23(3) | | | | | | | 705 | 255,266 | | Michael J. Petro | 02/23/24(1) | | 357,000 | 7,500,000 | | | | | | | | 02/24/23(2) | | | | 318 | 794 | 1,906 | | 311,828 | | | 02/24/23(3) | | | | | | | 650 | 235,352 |

  175. Grants of Plan-Based Awards Table

    | 1 | The amounts shown in this row reflect the annual bonus that could have been earned in 2023, payable in 2024, pursuant to the Executive Cash Incentive Plan. For each named executive officer, column (c) reflects no award would be earned if the threshold level is not achieved, provided that the minimum amount for the payout will be 50% of target if the Company successfully pays an unreduced dividend in the year and records positive Net Earnings Attributable to Martin Marietta and the minimum amount for the payout will be 100% of target if the criteria for the 50% minimum payout level are met and the Company’s one-year operating margin ranks in the top three of six direct publicly traded peers. The amounts shown in columns (d) and (e) reflect the portion of the annual bonus that would have been paid in cash if, respectively, target and maximum performance was achieved for the year (i.e., after reduction for the total portion that would be deferred pursuant to the Incentive Stock Plan pursuant to voluntary deferrals). The amounts shown in columns (g) and (h) reflect the portion of the annual bonus that would have been deferred pursuant to the Incentive Stock Plan if, respectively, target and maximum performance was achieved for the year, inclusive of the 20% discount. Participants in the Incentive Stock Plan for 2023 were approved on May 11, 2023. These awards are discussed under the heading “Annual Incentive Feature: Stock Purchase Plan” on page 63. The actual amounts paid are reflected in the Summary Compensation Table on page 74. |

  176. Grants of Plan-Based Awards Table

    | 2 | The amounts shown in columns (f), (g) and (h) reflect the threshold, target and maximum, respectively, levels of PSUs payable if the performance measurements are satisfied in the period 2023-2025. These awards are discussed under the heading “2023 Long-Term Incentive Compensation” on pages 63-64. |

  177. Grants of Plan-Based Awards Table

    | 3 | The amounts shown in column (i) reflect the number of RSUs granted in 2023 to each of the named executive officers pursuant to the Stock Plan. These awards are discussed under the heading “2023 Long-Term Incentive Compensation” on pages 63-64. These awards are also included in column (e) of the Summary Compensation Table on page 74. |

  178. Grants of Plan-Based Awards Table

    | 4 | The amounts shown in column (l) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. No options to purchase shares of Martin Marietta’s common stock were granted in 2023. |

  179. Grants of Plan-Based Awards Table

    | | MARTIN MARIETTA 75 |

  180. Grants of Plan-Based Awards Table

    EXECUTIVE COMPENSATION ◆ GRANTS OF PLAN-BASED AWARDS Stock-based incentive awards have been a significant component of Martin Marietta’s management compensation. In 1998, the Board of Directors adopted and Martin Marietta’s shareholders approved the Stock Plan. In 2016, the Board of Directors and the shareholders approved amendments to the plan increasing the number of shares of Martin Marietta’s common stock available for equity awards. They also approved amendments to the plan designed to more directly tie long-term compensation incentives to Martin Marietta’s performance and enhance flexibility in structuring long-term incentive compensation packages by providing a mix of different types of long-term stock-based incentives. In addition, the amendments provided that dividend equivalents that would have been paid in cash during the vesting period will be paid only if and when an award vests. As amended, the Stock Plan authorizes the Management Development and Compensation Committee to award stock options, restricted stock and other stock-based incentive awards to employees of Martin Marietta for the purpose of attracting, motivating, retaining and rewarding talented and experienced employees. Since 2016, Martin Marietta’s long-term compensation program consists of a mix of RSUs and PSUs for senior level employees and other select employees. Vesting of the PSU awards granted in 2023 is based on the achievement by Martin Marietta of performance measures described under “2023 Long-Term Incentive Compensation” on pages 63-64. A maximum of 5,800,000 shares of Martin Marietta’s common stock are authorized under the plan for grants to key employees. Each award under the plan is evidenced by an award agreement setting forth the number and type of stock-based incentives subject to the award and such other terms and conditions applicable to the award as determined by the Committee. No employee may receive annual grants for more than 300,000 shares of common stock with respect to (i) full-value awards or (ii) stock options or stock appreciation rights.

  181. Grants of Plan-Based Awards Table

    | 76 2024 PROXY STATEMENT | |

  182. Grants of Plan-Based Awards Table

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ◆ EXECUTIVE COMPENSATION

  183. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below shows for each of the named executive officers information with respect to the stock unit awards (columns (g) and (h)) that have not vested and equity incentive plan awards (columns (i) and (j)) outstanding on December 31, 2023. There are no unexercised stock options for the NEOs.

  184. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units Of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#) | Equity Incentive Plan Awards: Market Payout Value or Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | C. Howard Nye | | | | | 3,200(2) | 1,596,512 | 11,735(7) | 5,854,709 | | | | | | | 5,513(3) | 2,750,491 | 10,107(8) | 5,042,483 | | | | | | | 8,431(4) | 4,206,310 | 10,305(9) | 5,141,268 | | | | | | | 4,150(5) | 2,070,477 | | | | James A. J. Nickolas | | | | | 508(2) | 253,446 | 1,864(7) | 929,968 | | | | | | | 1,005(3) | 501,405 | 1,843(8) | 919,491 | | | | | | | 1,487(4) | 741,879 | 1,817(9) | 906,519 | | Roselyn R. Bar | | | | | 530(2) | 264,422 | 1,943(7) | 969,382 | | | | | | | 1,020(3) | 508,888 | 1,872(8) | 933,960 | | | | | | | 1,448(4) | 722,422 | 1,844(9) | 919,990 | | | | | | | 849(5) | 423,575 | | | | | | | | | 984(6) | 490,927 | | | | Robert J. Cardin | | | | | 194(2) | 96,789 | 714(7) | 356,222 | | | | | | | 506(3) | 252,448 | 929(8) | 463,487 | | | | | | | 705(4) | 351,732 | 861(9) | 429,562 | | | | | | | 1,223(12) | 610,167 | | | | Michael J. Petro | | | | | 255(2) | 127,222 | 383(7) | 191,083 | | | | | | | 574(3) | 286,374 | 1,053(8) | 525,352 | | | | | | | 650(4) | 324,292 | 794(9) | 396,135 | | | | | | | 217(5) | 108,263 | | | | | | | | | 846(10) | 422,078 | | | | | | | | | 1,605(11) | 800,751 | | |

  185. Outstanding Equity Awards at Fiscal Year-End

    | 1 | Based on the closing price of $498.91 of our common stock as of December 29, 2023 (the last trading day of 2023). |

  186. Outstanding Equity Awards at Fiscal Year-End

    | 2 | RSU restrictions lapsed on February 17, 2024. |

  187. Outstanding Equity Awards at Fiscal Year-End

    | 3 | RSU restrictions lapse ratably in installments on February 18, 2024 and February 18, 2025. |

  188. Outstanding Equity Awards at Fiscal Year-End

    | 4 | RSU restrictions lapse ratably in installments on February 24, 2024, February 24, 2025 and February 24, 2026. |

  189. Outstanding Equity Awards at Fiscal Year-End

    | 5 | Incentive Stock Plan units restrictions lapse on December 1, 2024. |

  190. Outstanding Equity Awards at Fiscal Year-End

    | 6 | Incentive Stock Plan units restrictions lapse on December 1, 2025. |

  191. Outstanding Equity Awards at Fiscal Year-End

    | 7 | The amount for these outstanding awards of PSUs are presented at the target performance levels. The awards generally vested at December 31, 2023. |

  192. Outstanding Equity Awards at Fiscal Year-End

    | 8 | The amount for these outstanding awards of PSUs are presented at the target performance levels. The awards generally vest at December 31, 2024. |

  193. Outstanding Equity Awards at Fiscal Year-End

    | 9 | The amount for these outstanding awards of PSUs are presented at the target performance levels. The awards generally vest at December 31, 2025. |

  194. Outstanding Equity Awards at Fiscal Year-End

    | 10 | RSUs fully vest subject to continued employment on August 2, 2026. |

  195. Outstanding Equity Awards at Fiscal Year-End

    | 11 | RSUs fully vest subject to continued employment on January 5, 2027. |

  196. Outstanding Equity Awards at Fiscal Year-End

    | 12 | RSUs fully vested subject to continued employment on March 11, 2024. |

  197. Outstanding Equity Awards at Fiscal Year-End

    | | MARTIN MARIETTA 77 |

  198. Outstanding Equity Awards at Fiscal Year-End

    EXECUTIVE COMPENSATION ◆ OPTION EXERCISES AND STOCK VESTED

  199. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below shows on an aggregated basis for each of the named executive officers information on the vesting of stock, including RSUs, PSUs and Incentive Stock Plan units, during the last completed fiscal year. There are no awards of stock options or stock appreciation rights for Martin Marietta’s common stock or other similar instruments.

  200. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  201. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | (a) | (b) | (c) | (d) | (e) | | C. Howard Nye | | | 43,842 | 21,464,674 | | James A. J. Nickolas | | | 6,665 | 3,255,902 | | Roselyn R. Bar | | | 7,422 | 3,628,670 | | Robert J. Cardin | | | 3,860 | 1,690,848 | | Michael J. Petro | | | 1,538 | 718,746 |

  202. Option Exercises and Stock Vested Table

    | 1 | The amounts in column (e) include the value of RSUs and PSUs at the time of vesting and the appreciation of units received under the Incentive Stock Plan. |

  203. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under our Pension Plan and SERP, determined using interest rate and mortality rate assumptions consistent with those used in Martin Marietta’s financial statements.

  204. Pension Benefits Table

    Pension Benefits Table

  205. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | C. Howard Nye | Pension Plan | 17.417 | 863,848 | | | | SERP | 17.417 | 20,469,998 | | | James A. J. Nickolas | Pension Plan | 6.417 | 203,926 | | | | SERP | 6.417 | 1,309,428 | | | Roselyn R. Bar | Pension Plan | 29.5 | 1,509,321 | | | | SERP | 29.5 | 10,038,287 | | | Robert J. Cardin | Pension Plan | 4.883 | 236,613 | | | | SERP | 4.883 | 607,373 | | | Michael J. Petro | Pension Plan | 8.167 | 125,605 | | | | SERP | 8.167 | 192,604 | |

  206. Pension Benefits Table

    | 1 | Amounts in column (d) reflect the valuation method and use the assumptions that are included in Notes A and K to Martin Marietta’s audited financial statements for the fiscal year ended December 31, 2023, included in Martin Marietta’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. |

  207. Pension Benefits Table

    The Pension Plan is a defined benefit plan sponsored by Martin Marietta and covers all of Martin Marietta’s executive officers, including the named executive officers, and substantially all of the salaried employees of Martin Marietta on a non-contributing basis. Compensation covered by the Pension Plan generally includes, but is not limited to, base salary, executive incentive compensation awards, lump sum payments in lieu of a salary increase, and overtime. The normal retirement age under the Pension Plan is 65, but unreduced early retirement benefits are available at age 62 and reduced benefits are available as early as age 55. The calculation of benefits under the Pension Plan is generally based on an annual accrual rate, average compensation for the highest consecutive five years of the ten years preceding retirement, and the participant’s number of years of credited service (1.165% of average compensation up to social security covered compensation for service up to 35 years and 1.50% of average compensation over social security covered compensation for service up to 35 years and 1.50% of average compensation for service over 35 years). Benefits payable under the Pension Plan are subject to current Internal Revenue Code limitations, including a limitation on the amount of annual compensation for purposes of calculating eligible remuneration for a participant under a qualified retirement plan ($330,000 in 2023). Martin Marietta’s SERP is a restoration plan that generally provides for the payment of benefits in excess of the Internal Revenue Code limits, which benefits vest in the same manner that benefits vest under the Pension Plan. The SERP provides for a lump sum payment of the vested benefits provided by the SERP subject to the provisions of Section 409A of the Internal Revenue Code. Of the named executive officers, Mr. Nye and Ms. Bar are each eligible for early retirement, which allows for payment to employees who are age 55 or older with at least five years of service at a reduced benefit based on the number of years of service and the number of years prior to age 62 at which the benefits began. The present value of the Pension Plan and SERP benefit, respectively, for Mr. Nye and Ms. Bar, if they had terminated on December 31, 2023 and began collecting benefits at age 55 or current age if older would be as follows: Mr. Nye, $887,915 and $21,293,418, respectively; and Ms. Bar, $1,509,321 and $10,038,287, respectively. The amounts listed in the foregoing table are not subject to any deduction for Social Security benefits or other offset amounts.

  208. Pension Benefits Table

    | 80 2024 PROXY STATEMENT | |

  209. Pension Benefits Table

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL ◆ EXECUTIVE COMPENSATION

  210. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The discussion and tables below reflect the amount of potential payments and benefits to each of the named executive officers at, following, or in connection with any termination of such executive’s employment, including voluntary termination, involuntary not-for-cause termination, for-cause termination, normal retirement, early retirement, in the event of disability or death of the executive, and termination following a change of control. The amounts assume that such termination was effective as of December 31, 2023 and thus includes amounts earned through such time and are estimates of the amounts that would have been paid out to the executives upon their termination at such time. The actual amounts to be paid out can only be determined at the time of such executive’s actual separation from Martin Marietta. Payments Upon Any Termination. Regardless of the manner in which the employment of a named executive officer terminates, he or she is entitled to receive the amounts earned during the term of employment, including cash compensation earned during the fiscal year, amounts contributed by the employee and Martin Marietta’s matching contributions to the Savings and Investment Plan, unused earned vacation pay and amounts accrued and vested through Martin Marietta’s Pension Plan and SERP. Payments Upon Voluntary Termination. In addition to the amounts described under the heading Payments Upon Any Termination, upon a voluntary termination of employment, the named executive officer would be entitled to receive the lower of the amount of cash contributed to the Incentive Stock Plan or the current market value of the common stock units credited to the employee measured by the NYSE closing price of Martin Marietta’s common stock on the date of termination. Payments Upon Involuntary Not-For-Cause Termination. In addition to the amounts described under the heading Payments Upon Any Termination, upon an involuntary termination of employment not for cause, the named executive officer would be entitled to receive a prorated share of the common stock units credited to him or her under the Incentive Stock Plan paid out as shares of common stock and the remaining cash contribution invested by the employee in the plan. Payments Upon Involuntary For-Cause Termination. In the event of involuntary termination for cause, which is defined in the Employment Protection Agreement and the Stock Plan, the named executive officer would be entitled to receive the payments and benefits described under the heading Payments Upon Any Termination. Payments Upon Retirement. In the event of the retirement at age 62 or above of a named executive officer, in addition to the items described under the heading Payments Upon Any Termination, the executive will receive a portion of the cash incentive bonus based upon performance and payable under the Executive Cash Incentive Plan that correlates to the percentage of the year in which the employee worked for the Company; will continue to hold all outstanding options unaffected by the retirement and retain such options for the remainder of the outstanding term; will continue to hold all awards of RSUs and PSUs for the remainder of the outstanding term unaffected by the retirement; will vest in all outstanding awards of common stock units under the Incentive Stock Plan; in the case of Ms. Bar, will be eligible to receive health and welfare benefits as described under the heading Retiree Medical on page 79; and will continue to receive life insurance coverage until his or her death. Payments Made Upon Early Retirement. In the event of retirement prior to reaching age 62 but on or after reaching age 55, the named executive officer will receive benefits as described under the heading Payments Upon Voluntary Termination. In addition, the named executive officer will receive reduced benefits of the type described under Pension Benefits on page 80 and may be eligible for benefits described under the heading Retiree Medical beginning on page 79 at a higher cost. Payments Upon Death or Disability. In the event of the death or disability of a named executive officer, in addition to the payments and benefits under the heading Payments Upon Any Termination, the named executive officer or his or her estate will receive benefits under Martin Marietta’s long-term disability plan or life insurance plan, as applicable, and a death benefit payment, as applicable, equal to the then-current base salary of such employee paid under the Pension Plan plus one month base salary. In addition, in the event of death, all options will vest and the executor of their estate will have one year to exercise the options. In the event of disability, the executive will receive a portion of the cash incentive compensation based upon performance and payable under the Executive Cash Incentive Plan that correlates to the

  211. Potential Payments Upon Termination or Change of Control

    | | MARTIN MARIETTA 81 |

  212. Potential Payments Upon Termination or Change of Control

    EXECUTIVE COMPENSATION ◆ POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL percentage of the year in which the employee worked for the Company; will continue to hold all outstanding options unaffected by the disability and will retain such options for the remainder of the outstanding term; will continue to hold all awards of PSUs and RSUs for the remainder of the outstanding term unaffected by the disability; and will vest in all outstanding awards of common stock units under the Incentive Stock Plan. Payments Upon or in Connection With a Change of Control. Martin Marietta has entered into Employment Protection Agreements, as amended from time to time, with each of the named executive officers. The purpose of these agreements is to provide Martin Marietta’s key executives with payments and benefits upon certain types of terminations within two years following a “Change of Control.” For purposes of the agreements, a Change of Control is generally defined as (i) the acquisition by any person, or related group of persons, of 40% or more of either the outstanding common stock of Martin Marietta or the combined voting power of Martin Marietta’s outstanding securities, (ii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of Martin Marietta’s assets following which Martin Marietta’s shareholders before such event fail to own more than 50% of the resulting entity, (iii) a change in the majority membership of the Board, or (iv) a liquidation or dissolution of Martin Marietta. The agreements provide that if, within the two-year period following a Change of Control, an executive is terminated without “Cause” (as defined in the agreements) or terminates his or her employment with “Good Reason” (as defined in the agreements), Martin Marietta is obligated to pay the executive, in a lump sum, an amount equal to three times the sum of the executive’s base salary, annual bonus, and Martin Marietta’s match to the defined contribution plan; the payment of a pro-rata annual target bonus in the year of termination as determined under the Executive Cash Incentive Plan (for Mr. Nye such target bonus is 140% for purposes of the Employment Protection Agreement) and to provide continuation of health, medical and other insurance benefits for a period of three years following termination. The rationale for selecting these triggers is to encourage the named executive officers to remain focused on Martin Marietta, its performance and matters that are in the best interests of its shareholders rather than be distracted by the personal impact to their employment that the Change of Control may have. For purposes of the agreements, “base salary” means the highest annual rate of base salary that the executive received within the twelve-month period ending on the date of the Change of Control, and “annual bonus” means the executive’s highest annual bonus paid during the period beginning five years prior to the Change of Control and ending on the date of the executive’s termination of employment. Executives also are credited with an additional three years of service under the Pension Plan and are eligible to retire after age 55 without reduction in benefits and with a lump sum payment based on a 0% discount rate. Martin Marietta must also continue to provide the executive all benefits provided under Martin Marietta’s defined benefit and defined contribution retirement plans and provide the executive with the same retiree medical benefits that were in effect for retirees immediately prior to the Change of Control. The agreements also have confidentiality requirements to ensure that the executives do not disclose any confidential information relating to Martin Marietta. The agreements were amended in December 2018 in response to the 2018 Say On Pay vote that was supported by 78.9% of the shareholders that voted. The amendments eliminated (1) the “gross up” payments that compensate the executives for any golden parachute excise taxes imposed under the Internal Revenue Code; (2) the “walk-right” if the executive voluntarily terminates his or her employment for any reason during the thirty-day period following the second anniversary of the Change of Control; and (3) the inclusion of the value of perquisites in the severance payment provided for in the agreements. The term of the agreements is one year following their effective dates. On each anniversary date of the effective date, the agreements are renewed for one additional year, unless either party gives notice of its intent to cancel the automatic extension. If, prior to termination, a Change of Control occurs or the Board becomes aware of circumstances which in the ordinary course could result in a Change of Control, then under no circumstances will the agreements terminate prior to the second anniversary of the Change of Control. In addition, the Stock Plan, pursuant to which equity-based awards are made to the executive officers, provides that upon the occurrence of a Change of Control of Martin Marietta as provided in the Employment Protection Agreements, all time periods for purposes of vesting in, or realizing gain from, any outstanding award under the plan will automatically accelerate. For purposes of such vesting, any performance criteria will be deemed achieved at the greater of target performance and actual performance, as measured through the date of the Change of Control. In December 2018, in response to the 2018 Say On Pay vote, the Company’s form of RSU award agreement and PSU award agreement were

  213. Potential Payments Upon Termination or Change of Control

    | 82 2024 PROXY STATEMENT | |

  214. Potential Payments Upon Termination or Change of Control

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL ◆ EXECUTIVE COMPENSATION changed such that future grants of RSUs and PSUs will require termination of the executive’s employment in connection with a Change of Control in order for accelerated vesting to occur. Value of Payments Upon Termination. The following table shows the potential incremental value of payments to each of our named executive officers upon termination, including in the event of a Change of Control of Martin Marietta, assuming a December 31, 2023 termination date and, where applicable, using the NYSE closing price per share of our common stock of $498.91 on December 29, 2023 (the last trading day of 2023).

  215. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

  216. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | Name | Benefit or Payment(1) | Retirement ($) | Involuntary Not-for-Cause Termination ($) | Disability ($) | Death ($) | Change-of-Control | | C. Howard Nye | Cash Severance(2) | | | | | 14,355,000 | | | Unvested RSUs(3) | 8,605,092 | | 8,605,092 | 8,605,092 | 8,605,092 | | | Unexercisable Stock Options | | | | | | | | Unvested Incentive Stock Plan Units(4) | 2,070,477 | 263,214 | 2,070,477 | 2,070,477 | 2,070,477 | | | PSUs(5) | 10,266,576 | | 10,266,576 | 10,266,576 | 10,266,576 | | | Retirement Plans(6) | | | | | 13,226,910 | | | Health and Welfare Benefits(7) | | | | | 65,924 | | James A. J. Nickolas | Cash Severance(2) | | | | | 4,670,895 | | | Unvested RSUs(3) | 1,506,274 | | 1,506,274 | 1,506,274 | 1,506,274 | | | Unexercisable Stock Options | | | | | | | | Unvested Incentive Stock Plan Units(4) | | | | | | | | PSUs(5) | 1,840,940 | | 1,840,940 | 1,840,940 | 1,840,940 | | | Retirement Plans(6) | | | 1,754,060 | 603,342 | 4,605,394 | | | Health and Welfare Benefits(7) | | | | | 67,279 | | Roselyn R. Bar | Cash Severance(2) | | | | | 5,279,550 | | | Unvested RSUs(3) | 1,535,544 | | 1,535,544 | 1,535,544 | 1,535,544 | | | Unexercisable Stock Options | | | | | | | | Unvested Incentive Stock Plan Units(4) | 914,502 | 196,612 | 914,502 | 914,502 | 914,502 | | | PSUs(5) | 1,869,109 | | 1,869,109 | 1,869,109 | 1,869,109 | | | Retirement Plans(6) | | | | | 4,353,723 | | | Health and Welfare Benefits(7) | | | | | 16,484 | | Robert J. Cardin | Cash Severance(2) | | | | | 2,440,797 | | | Unvested RSUs(3) | 1,320,770 | | 1,320,770 | 1,320,770 | 1,320,770 | | | Unexercisable Stock Options | | | | | | | | Unvested Incentive Stock Plan Units(4) | | | | | | | | PSUs(5) | 900,421 | | 900,421 | 900,421 | 900,421 | | | Retirement Plans(6) | | | 884,362 | | 1,319,269 | | | Health and Welfare Benefits(7) | | | | | 63,180 | | Michael J. Petro | Cash Severance(2) | | | | | 2,545,059 | | | Unvested RSUs(3) | 1,980,003 | | 1,980,003 | 1,980,003 | 1,980,003 | | | Unexercisable Stock Options | | | | | | | | Unvested Incentive Stock Plan Units(4) | 108,263 | 13,763 | 108,263 | 108,263 | 108,263 | | | PSUs(5) | 929,333 | | 929,333 | 929,333 | 929,333 | | | Retirement Plans(6) | | | 515,228 | | 2,870,137 | | | Health and Welfare Benefits(7) | | | | | 21,652 |

  217. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 1 | The table does not include information with respect to plans or arrangements that are available generally to all salaried employees and that do not discriminate in favor of executive officers. The table reflects the incremental value over the amounts to which the named executive officer would have been entitled on a voluntary resignation on December 31, 2023. |

  218. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | | MARTIN MARIETTA 83 |

  219. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    CEO PAY RATIO DISCLOSURE ◆

  220. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 2 | Assumes all earned base salary has been paid. |

  221. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 3 | Reflects the estimated lump-sum intrinsic value of all unvested RSUs. |

  222. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 4 | Reflects the difference between the value of the unvested Incentive Stock Plan share units at year-end and the amount of cash invested by the executive officer in the share units. |

  223. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 5 | Reflects the estimated lump-sum intrinsic value of all unvested PSUs. |

  224. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 6 | The table does not include information related to the form and amount of payments or benefits that are not enhanced or accelerated in connection with any termination that would be provided by Martin Marietta’s retirement plans, which is disclosed in the Pension Benefits Table and the accompanying narrative on page 80. Change of Control values include the incremental value of the benefit (including three times Martin Marietta’s match to the defined contribution plan) payable upon a qualifying termination of employment following a Change of Control. |

  225. Potential Incremental Value of Payments Upon Termination or Change of Control at December 31, 2023

    | 7 | Reflects the estimated incremental lump-sum present value of all future premiums that would be paid on behalf of the named executive officer under Martin Marietta’s health and welfare plans, including long-term disability and life insurance plans. |

  226. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The Company is required to disclose in its Proxy Statement the annual total compensation of the median-compensated employee of, generally, all Company employees (excluding the CEO), the annual total compensation of its CEO, and the ratio of the CEO compensation to the median employee’s compensation. In 2023, the Company employed approximately 9,400 employees that were located primarily in the United States with a limited number of employees in Canada and The Bahamas. The median compensated employee in 2023 was identified using a consistently applied compensation measure, encompassing base salary, overtime, and incentive compensation with a performance period of one year or less (such as annual incentives and sales or other bonuses). As allowed under the SEC rules, base pay was annualized for employees hired during the year to reflect a full year of service and the de minimis exemption was applied to exclude approximately 80 employees located in Canada and The Bahamas. We determined the required ratio by:

  227. CEO Pay Ratio Disclosure

    | • | calculating the compensation based on a consistently applied measure as described above of all employees except the CEO, and then sorting those employees from highest to lowest; |

  228. CEO Pay Ratio Disclosure

    | • | determining the median employee from that list, including evaluating employees situated slightly above and below the calculated median to ensure the selected employee reflects our population as a whole; and |

  229. CEO Pay Ratio Disclosure

    | • | calculating the total annual compensation of our CEO and of the median-compensated employee using the same methodology required for the Summary Compensation Table. |

  230. CEO Pay Ratio Disclosure

    The total annual compensation for our CEO for fiscal year 2023 was $18,488,885. The total annual compensation in 2023 for the median-compensated employee was $99,816. The resulting ratio of CEO pay to the pay of our median-compensated employee for fiscal year 2023 is 185 to one. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  231. CEO Pay Ratio Disclosure

    | 84 2024 PROXY STATEMENT | |

  232. CEO Pay Ratio Disclosure

    The Company is required to disclose in its Proxy Statement information that shows the relationship between “Compensation Actually Paid” as defined in Item 402(v) of Regulation S-K and the financial performance of the Company. The Management Development and Compensation Committee did not consider the Pay Versus Performance disclosure when making its executive pay or incentive compensation decisions for any of the years shown. For a discussion of how the Management Development and Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 43. The table and notes below provide this disclosure for the fiscal years ending December 31, 2023, 2022, 2021 and 2020.

  233. CEO Pay Ratio Disclosure

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO (2),(3) ($) | | | Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6) ($) | Net Income ($) | Company Selected Measure (Adjusted EBITDA) (9) ($) | | 2023 | 18,488,885 | 35,058,147(4) | 3,477,775 | 5,837,293(4) | 183.92 | 158.32 | 1,169,400,000 | 2,111,400,000 | | 2022 | 12,784,251 | 6,452,731(5) | 2,438,871 | 1,415,556 | 123.76 | 133.61 | 866,740,000 | 1,617,010,000 | | 2021 | 14,939,587 | 39,031,817(6) | 2,739,108 | 6,627,252 | 160.17 | 159.52 | 702,770,000 | 1,533,200,000 | | 2020 | 12,818,588 | 12,254,009(7) | 2,618,321 | 2,456,130 | 102.59 | 121.61 | 721,050,000 | 1,392,820,000 |

  234. CEO Pay Ratio Disclosure

    | (1) The PEO and NEOs included in the above compensation columns reflect the following: |

  235. CEO Pay Ratio Disclosure

    | Year | PEO | NEOs | | 2023 | C. Howard Nye | James A. J. Nickolas, Roselyn R. Bar, Robert J. Cardin, Michael J. Petro | | 2022 | C. Howard Nye | James A. J. Nickolas, Roselyn R. Bar, Craig M. LaTorre, John P. Mohr | | 2021 | C. Howard Nye | James A. J. Nickolas, Roselyn R. Bar, Craig M. LaTorre, John P. Mohr | | 2020 | C. Howard Nye | James A. J. Nickolas, Roselyn R. Bar, Daniel L. Grant, Craig M. LaTorre |

  236. CEO Pay Ratio Disclosure

    | (2) The dollar amounts reported for our PEO and NEOs under “Compensation Actually Paid” represent the amount of “Compensation Actually Paid” to the PEO and NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or NEOs during the applicable year. |

  237. CEO Pay Ratio Disclosure

    | (3) For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2023: $498.91; for 2022: $337.97; for 2021: $440.52; and for 2020: $283.97. |

  238. CEO Pay Ratio Disclosure

    | | MARTIN MARIETTA 85 |

  239. CEO Pay Ratio Disclosure

    | (4) 2023 “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: |

  240. CEO Pay Ratio Disclosure

    | | PEO | Average for non-PEO NEOs | | Total Reported in 2023 Summary Compensation Table (SCT) | 18,488,885 | 3,477,775 | | Less, Value of Stock Awards Reported in SCT | (8,580,337) | (1,044,621) | | Less, Change in Pension Value and Non-Qualified Deferred Compensation Earnings in SCT | (5,132,284) | (668,867) | | Plus, Pension Service Cost | 643,303 | 145,277 | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 16,032,328 | 2,182,973 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | 6,878,685 | 1,052,998 | | Plus, FMV of Awards Granted this Year and that Vested this Year | | 7,127 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 6,727,567 | 684,631 | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | | | | Total Adjustments | 16,569,262 | 2,359,518 | | “Compensation Actually Paid” for Fiscal Year 2023 | 35,058,147 | 5,837,293 |

  241. CEO Pay Ratio Disclosure

    | (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, 2023. Each year reflects what the cumulative $100 investment would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. |

  242. CEO Pay Ratio Disclosure

    | (6) Consolidated earnings before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting; and the nonrecurring gain on the divestiture 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. Adjusted EBITDA was selected as the 2023 “Company-Selected Measure” as defined in Item 402(v). Please see Appendix B for a reconciliation of non-GAAP measures to GAAP measures. |

  243. Relationship Between “Compensation Actually Paid” and Performance

    Relationship Between “Compensation Actually Paid” and Performance The graphs below show the relationship of “Compensation Actually Paid” to our PEO and other NEOs to (i) Adjusted EBITDA, (ii) the Company’s net income and (iii) TSR of the S&P 500 Materials Index, and the relationship of the Company’s TSR to TSR of the S&P 500 Materials Index.

  244. Relationship Between “Compensation Actually Paid” and Performance

    | | MARTIN MARIETTA 87 |

  245. Relationship Between “Compensation Actually Paid” and Performance

    | 88 2024 PROXY STATEMENT | |

  246. Relationship Between “Compensation Actually Paid” and Performance

    | Proposal 3: | Advisory Vote on the Compensation of | | Our Named Executive Officers | |

  247. Relationship Between “Compensation Actually Paid” and Performance

    Public companies are required to provide their shareholders with a periodic opportunity to endorse or not endorse their executive officer pay program and policies. The Board of Directors has elected to do so annually and intends to present the following non-binding resolution for approval by shareholders at the Annual Meeting: “RESOLVED, that the shareholders approve, on an advisory basis, the overall compensation paid to Martin Marietta’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement in the Compensation Discussion and Analysis and in the narrative and tabular disclosure under the heading “Executive Compensation.” Shareholders are urged to read the Compensation Discussion and Analysis and consider the various factors regarding compensation that are discussed. We believe that our executive compensation program is reasonable, competitive and strongly focused on pay-for-performance principles. Our executive compensation policies have enabled us to implement our compensation philosophy and achieve its goals. We believe that compensation awarded to our named executive officers in 2023 was appropriate and aligned with 2023 performance and positions us for growth in future years. The results of the vote on this resolution are advisory and will not be binding upon the Board of Directors. However, the Board values our shareholders’ opinions, and consistent with our record of shareholder engagement, will consider the outcome of the vote in making future executive compensation decisions. The next such vote will occur at the 2025 Annual Meeting.

  248. Relationship Between “Compensation Actually Paid” and Performance

    | | The Board Unanimously Recommends a Vote “FOR” this Proposal 3 |

  249. Relationship Between “Compensation Actually Paid” and Performance

    | | MARTIN MARIETTA 89 |