MARTIN MARIETTA MATERIALS INC
For the period ended May 15, 2025. Filed Apr 15, 2025.
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May 15, 2025 · Filed Apr 15, 2025
Contents
Proxy Statement Highlights
Shareholders Benefit from Martin Marietta’s Strong 2024 Performance
This summary provides highlights of selected information about Martin Marietta Materials, Inc. (the Company, Martin Marietta, we or us) from this Proxy Statement. The Board of Directors is providing the Notice of 2025 Annual Meeting of Shareholders, this Proxy Statement and Proxy Card (the Proxy Materials) in connection with the Company’s solicitation of proxies for the 2025 Annual Meeting (the Annual Meeting) to be held on May 15, 2025, and at any adjournment or postponement thereof. This Proxy Statement is being first mailed to shareholders on April 15, 2025.
This proxy summary highlights information contained elsewhere in our Proxy Statement. The summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.
2024 Safety & Financial Highlights from Continuing Operations
| • | Achieved word-class total injury incident rate (TIIR) for the 4th consecutive year |
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| • | Magnesia Specialties, Southwest and East Divisions outperformed world-class TIRR with metrics of 0.00, 0.47 and 0.53, respectively |
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| • | 99.9% of employees experienced zero lost-time incidents |
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| • | Increased Net Margin by 1,280 basis points |
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| • | Expanded Consolidated Adjusted EBITDA margins by 20 basis points |
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| • | Achieved gross profit per ton improvement of 9%, despite lower shipments |
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| • | Optimized portfolio with nearly $4 billion of aggregates-led acquisitions and $2 billion of non-core asset divestitures |
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| • | Maintained a strong balance sheet |
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1 All percentage increases and decreases are comparisons to full year results for the year ended December 31, 2023.
2 Includes a $976 million after-tax nonrecurring gain on the divestiture of the Company’s South Texas cement plant and related ready mixed concrete operations.
3 Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA margin and Net Leverage are not measures under generally accepted accounting principles in the United States (GAAP). Please see Appendix B for a reconciliation ofnon-GAAP measures to GAAP measures and other disclosures related to the presentation ofnon-GAAP measures.
4 Net Margin is defined as the ratio between Net Earnings from Continuing Operations Attributable to Martin Marietta and Total Revenues.
2024 SOLID FINANCIALPERFORMANCE1 TOTAL REVENUES $6.5 B -4% NET EARNINGS FROM CONTINUINGOPERATIONS ATTRIBUTABLE TOMARTIN MARIETTA2 $2.0 B +66% CONSOLIDATED ADJUSTED EBITDA3 $2.1 B -3% AGGREGATES GROSS PROFITPER TON IMPROVEMENT +9% NET MARGIN2,4 31% +1,280 bps
CONSOLIDATED ADJUSTED EBITDAMARGIN3 32% +20 bps DIVIDENDS AND SHAREREPURCHASES $639 M NET LEVERAGE AT DEC. 31, 20243 2.3x
| Proposal 1 | Election of 10 Directors The Board recommends a vote FOR each of the Directors | See page 23 for more information |
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| Proposal 2 | Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Auditors for 2025 The Board recommends a vote FOR ratification of PricewaterhouseCoopers for 2025 | See page 37 for more information |
| Proposal 3 | Advisory Vote to Approve the Compensation of our Named Executive Officers The Board recommends a vote FOR our Say-On-Pay proposal | See page 85 for more information |
| Proposal 4 | Approve the 2025 Employee Stock Purchase Plan The Board recommends a vote FOR approval of the 2025 Employee Stock Purchase Plan | See page 86 for more information |
Measuring our Performance
World-Class Safety We are committed to our Guardian Angel safety culture where Zero is Possible, and achieved a world-class lost-time incident rate (LTIR) for the eighth-consecutive year (0.129 in 2024). With a company-wide Total Injury Incident Rate (TIIR) of 0.650, we exceeded the world-class rate of 0.90 for the fourth-consecutive year.
| Lost-Time Incident Rate (LTIR) | Total Injury Incident Rate (TIIR) |
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- Net Earnings from Continuing Operations Attributable to Martin Marietta and Net Margin includes the impact of a $976 million after-tax nonrecurring gain on the divestiture of the Company’s South Texas cement plant and related ready mixed concrete operations in 2024. Net Margin is defined as the ratio between Net Earnings from Continuing Operations Attributable to Martin Marietta and Total Revenues.
** Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin and Net Leverage arenon-GAAP measures. Please see Appendix B for a reconciliation ofnon-GAAP measures to GAAP measures.
2 2025 PROXY STATEMENT
Execution of Strategic Plan Our strategic plan, inclusive of targeted platform and bolt-on acquisitions, has resulted in best-in-class short- and long-term shareholder returns and has given us a meaningful presence in ten of the 11 U.S. megaregions, large networks of metropolitan population centers covering thousands of square miles.
Disciplined Portfolio Management Driving Continued Aggregates-Led Growth Over the last four years, we have completed over $3 billion of non-core asset divestitures to partially fund approximately $7 billion of aggregates-led acquisitions with 2024 being our most active M&A year ever, with nearly $4 billon of acquisitions and over $2 billion of asset divestitures. Importantly, what was sold, retained and acquired is wholly consistent with our SOAR plan; we are an aggregates-led company with strategic cement, magnesia specialties, and targeted downstream operations.
Commitment to Sustainability Sustainability is part of our culture, including operating in an environmentally responsible manner
2050 Net Zero ambition with strong 2030 commitments Martin Marietta has an ambition to be Net Zero by 2050 across our entire value chain. We have made a commitment to reduce the intensity of our Scope 1 CO2e process emissions from our cement business as compared to 2010 levels by 2030. We have made a commitment to reduce the intensity of our Scope 1 CO2e process emissions from our magnesia specialties business as compared to 2010 levels by 2030. We have made a commitment to reduce or offset 30% of our Scope 2 CO2e emissions by 2030 with a baseline year of 2021 and a goal of Net Zero Scope 2 emissions by 2050.1 In 2023, we expanded our Net Zero goals to include a Net Zero by 2050 ambition for our Scope 1 emissions.
Strategy As outlined in our Sustainability Report, Martin Marietta has a roadmap for achieving its sustainability goals including our ambitions and commitments. We seek ways to create lower carbon products. We have established recycled aggregates businesses in Texas, Minnesota and California. We are invested in our Magnesia Specialties business which produces magnesia-based products that help our customers reduce their harmful air emissions and chemical usage, as well as help purify water and neutralize nuclear waste among other applications. Our Management Development and Compensation Committee reviews management’s performance with regard to its sustainability goals and considers those achievements in determining incentive pay.
Resilience We review physical and transition sustainability risks and the impact on the business of various sustainability scenarios and opportunities. We disclose those risks and the materiality of those potential impacts in our Annual Report. Our risk management process and sustainability oversight structure allow the Board and management to address and manage sustainability risks in the same manner as other material risks to the Company.
Collaboration We actively participate in a dialogue to reduce emissions and the related impact on climate change. We participate in working groups both at the Portland Cement Association (PCA) and National Ready Mixed Concrete Association to evaluate the feasibility and/or opportunity associated with PCA’s 2050 “Net Zero Roadmap,” along with other developments relevant to commercial-scale carbon capture and storage (CCS) technologies that we anticipate being considered by the industry in the coming years. We work with Fortera, a Silicon Valley-based materials technology company, that is permitting and constructing a pilot carbon capture plant and determining the feasibility of this technology at other locations.
| 1 | Facilities in most source categories subject to the United States Environmental Protection Agency’s (USEPA’s) Greenhouse Gas Reporting Program (codified at 40 CFR Part 98), including cement production, began reporting emissions in 2010. Thus, we believe 2010 is a year with reliable and comparable data across a wide range of facilities in the U.S. Our Scope 1 CO2e emissions intensity associated with our cement operations in 2010 was 0.836. Notably, when we announced our 2030 emissions reduction targets in 2019, as described above, we took into account that we have been investing heavily over the past decade to reduce our cement and magnesia emissions, which is reflected in our favorable CO2e intensity performance relative to the U.S. cement industry average. We also believe this has allowed us to achieve significant environmental benefits from reduced emissions well ahead of many other operators in the industry and will position us not only to achieve our targets but to be in a good position to evaluate additional actions in the future. |
4 2025 PROXY STATEMENT
Board Oversight of Risk Management
Our Board currently has nine independent members and only onenon-independent member, Mr. Nye. All of our independent Board members are serving or have served as members of senior management of other public companies, have served as directors of other public companies, and otherwise have experience and/or educational backgrounds that we believe qualify them to effectively assess risk. Each of our Board Committees, including our Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees, are comprised solely of independent Directors, each with a different independent Director serving as Chair of the Committee (other than the Executive Committee, which does not meet on a regular basis).
The Board has overall responsibility for oversight of risk management. The Board believes that an effective risk management system will accomplish the following goals:
The Board delegates certain responsibilities to the Committees to assist in fulfilling its risk oversight responsibilities. Each of the Committees reports regularly to the full Board of Directors as to actions taken and topics discussed. In addition, the Board regularly reviews with management the most significant risks facing Martin Marietta, the probabilities of those risks occurring, the steps taken to mitigate any impact of risks, and management’s general risk management strategy. This risk management approach includes consideration of risks and opportunities relating to climate change, sustainability and other ESG matters. In addition, the Board encourages management to promote a corporate culture that incorporates risk management into Martin Marietta’s day-to-day operations.
6 2025 PROXY STATEMENT
Our Sustainability Governance
Our Board plays an essential role in determining strategic priorities and considers sustainability issues an integral part of its business oversight. Our Corporate Governance Guidelines, set forth a flexible framework within which the Board, assisted by its Committees, directs the affairs of Martin Marietta.
Board of Directors
Provides oversight of sustainability issues for the Company. • Receives a report from each of the Committees on its work relating to sustainability matters. • Engages in strategic review and risk assessments which also includes management’s sustainability goals, our performance relating to sustainability and our engagement with investors with regard to sustainability matters.
Ethics, Environment, Safety and Health Committee
Established in 1994 and meets at least four times annually. • Comprised wholly of independent directors, whose members are diverse and have relevant expertise to provide appropriate oversight in helping us achieve sustainable growth and reduce our risks. • Reviews our Sustainability Report and our sustainability performance commitments and goals, including those relating to climate change, as well as capital investments and improved practices that reduce greenhouse gas (GHG) and other emissions. • Reviews the input we have received from, and our engagement with, investors on climate, sustainability and other ESG matters. • Monitors our safety performance, Ethics Office activity and compliance with environmental, health and safety laws and regulations, as well as our public reporting and disclosure with respect to climate change-related risks and opportunities and other environmental issues. • Has the authority to investigate any matter falling within its purview.
Management Development and Compensation Committee
Reviews matters relating to human capital management (HCM), including talent acquisition and retention, diversity, inclusion, development, training and compensation matters related thereto. • Reviews management’s performance with regard to its sustainability goals and considers those achievements in determining incentive pay.
Audit Committee
Reviews our significant environmental matters and assesses the potential risks and liabilities they may pose to our business.
Finance Committee
Reviews large capital projects relating to sustainability and growth. • Oversees our policies and practices relating to political contributions and political activities, including lobbying and/or trade associations of which we are a member, and political expenditures. • Reviews and approves charitable contributions and community support budgets.
Nominating and Corporate Governance Committee
Oversees the development and implementation of a set of corporate governance principles applicable to Martin Marietta • Oversees the review and implementation of best practices in corporate governance matters affecting the Board, its Committees and the Company.
Management
The Chair and CEO, as well as the executive leadership team, guides and governs corporate-wide sustainability objectives and initiatives. • Our dedicated employees help drive performance of our sustainability agenda, including: ○ Chief Ethics Officer ○ Head of Sustainability ○ Safety teams ○ Environmental managers • Peer-led and executive sponsored Employee Resource Groups to support engagement and belonging: ○ Military and Veterans Community ○ Women Who Build ○ Multicultural Community (MERGE)
8 2025 PROXY STATEMENT
Our Board Practices Promote Sustainable Long-Term Shareholder Value
Corporate Governance Highlights
| Our Board is accountable to our shareholders • Annual election of Directors • Majority voting for uncontested Director elections • Proxy access right for shareholders • No poison pill • Disclosure of governance processes implemented by the Board and its committees Our Board is responsive to our shareholders and is proactive to understand their perspectives • Proactive, year-round engagement with shareholders • Engagement topics include Board refreshment, sustainability matters, management compensation, and governance Our shareholders are entitled to voting rights in proportion to their economic interest • One class of voting stock • One share, one vote standard | Our Board has adopted practices that enhance its effectiveness • 9 of 10 Directors are independent • Directors reflect a diverse mix of skills and experience • 4 of our Directors are women, comprising 44% of our independent Directors • 2 of our Directors are ethnically diverse • Significant Board refreshment with 8 new director nominees in the past 10 years • Annual Board, committee and individual self-assessments • Board access to management and employees • Overboarding, anti-hedging and stock ownership policies | |
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| Our Board has strong, independent leadership • Independent Lead Director • Annual review of Board leadership structure • Independent chairs of Board committees • Only one Director is a Company employee Our Board has developed a management compensation structure that is aligned with the long-term strategy of the company • Compensation programs reviewed to include short-and long-term goals tied to the long-range plan and to attract, retain, incentivize and reward excellent performance |
Practices Contributing to Board Effectiveness
| • | Identification of Board candidates with diverse skills, experiences and perspectives |
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| • | Meaningful refreshment |
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| • | Rotation of Board committee assignments based on experience and expertise |
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| • | Robust onboarding |
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| • | Tenure and overboarding guidelines |
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| • | Our Board refreshment has been robust, with eight new directors in ten years, providing the Board a greater mix of Directors with long-term knowledge of the Company, its strategy, opportunities and challenges, and those with new perspectives |
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Board Composition
Board Attendance
In 2024, during their terms of service, all directors attended 100% of the Board and the committee meetings to which they were assigned. All directors then in office attended the May 2024 Annual Meeting.
10 2025 PROXY STATEMENT
Effective Shareholder Engagement
| Avenues of engagement | Discussion highlights | |
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| We hold in-person and/or virtual meetings with investor groups across the globe | › Company strategy, including acquisitions and divestitures › Financial and operating performance › Commercial and operational excellence goals › Safety, environment and sustainability › Board oversight, refreshment and composition › Executive compensation | |
| We conduct quarterly conference calls with analysts | ||
| We engage with investors continually through meetings, calls, written correspondence, and emails | ||
| We report investor feedback to the Management Development and Compensation Committee and the Board to assist in aligning pay and performance | ||
| We conduct a Fall Engagement Program |
Our Board, Management Development and Compensation Committee, Chair and Chief Executive Officer alongside our top executive management team from Legal, Finance, and Investor Relations have a robust shareholder engagement program in place. This program is active year-round and accepts requests for engagement from shareholders and also proactively reaches out to initiate dialogue with our shareholders on topics that are important to the Company.
The Company conducts an annual Fall Shareholder Engagement Program. As part of this program, the shareholder engagement team described above embarks on a comprehensive engagement effort. In 2024, this team reached out to over 50 of our top shareholders, representing approximately 75% of outstanding shares for their feedback on a variety of topics including our business, strategy, health and safety, commercial and operational excellence, sustainability initiatives and executive compensation.
We have a history of robust shareholder responsiveness. In prior years, we have made other meaningful changes to our sustainability disclosures and compensation program based on feedback from shareholders including:
| • | Submission of responses and additional information to Climate Action 100+. |
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| • | Setting a Net Zero GHG Emissions Ambition by 2050. |
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| • | Participated in CDP Climate and Water surveys, as well as related supply chain and plastics modules. |
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| • | Submitted commitment letter to develop and submit science-based targets within 24 months to the Science Based Targets initiative and began gathering Scope 3 emissions. |
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| • | Submitted feedback and validation data to Sustainalytics and received updated scoring. |
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| • | Added a Task Force on Climate-related Financial Disclosures (TCFD) Alignment Index and a Sustainability Accounting Standards Board (SASB) Index to our Sustainability Report. |
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| • | Adopted a formulaic program for our Short Term Incentive (STI) providing a strong link between pay and performance while reducing discretion |
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| • | Disclosed Threshold and Maximum goals in addition to disclosure of targets thereby improving disclosure, providing greater comparability to peers and greater transparency for shareholders as to how the Company measures performance and how different levels of performance align with payouts for executives |
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| • | Eliminated excise tax gross-up in executive officers’ Employment Protection Agreements |
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| • | Eliminated walk-right and value of perks in the severance calculation in executive officers’ Employment Protection Agreements and decided not to include these provisions in future Employment Protection Agreements |
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| • | Eliminated single-trigger vesting for equity awards |
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Proactively Engaging and Responding to Shareholders
Shareholder Governance Highlights:
| Majority voting standard for uncontested Director elections | Annual advisory vote to approve executive compensation |
| Longstanding active shareholder engagement | Annual Sustainability Report that provides information on our safety record, environmental footprint, employee programs and community engagement. Our Board committees review the Company’s goals and accomplishments with regard to sustainability |
| Annual advisory vote to ratify independent auditor | |
| No shares with enhanced voting rights | Updated Board Committee Charters for sustainability matters, human capital management matters and political contributions |
12 2025 PROXY STATEMENT
Our Commitment to Our People and Pay-for-Performance
In 2024, we continued to increase the visibility and attractiveness of Martin Marietta as an employer of choice:
| ✓ | Continued to enhance our pay programs with the formal introduction of geographical differential strategy |
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| ✓ | Developed and launched the Choose Well employee well-being brand and executed a communications strategy to promote the four Choose Well pillars – Physical, Emotional, Financial and Social health |
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| ✓ | Launched and completed the companywide Great Place to Work employee engagement survey with 82% of employees recognizing Martin Marietta as a Great Place to Work |
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| ✓ | Continued to evolve and grow Martin Marietta’s employee resource groups: |
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- Military and Veterans Community (MVC) - Women Who Build (WWB) - MERGE (a Multi-Cultural ERG)
ERGs are open to all employees regardless of their background, and each group determines its own professional development, networking and community engagement activities
Our Compensation Approach and Highlights
A substantial portion of compensation paid to our named executive officers (NEOs) is variable and performance-based. We use the 50th percentile of our peer group as a reference point when determining target compensation, but target pay is set based on a variety of factors and actual pay realized by our NEOs is dependent on our financial, operational and other related performance. Based on our performance in 2024, variable compensation payable under both our short-term and long-term incentive plans exceeded the target amounts established for each NEO, which is consistent with ourpay-for-performance philosophy. All compensation paid to our CEO and other NEOs for 2024 was performance-based other than base salary; approximately 90% of our CEO’s compensation was performance-based and 79% of our other NEOs’ actual compensation was performance based.*
- Based on grant date value of Performance Share Units (PSUs) and Restricted Stock Units (RSUs).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.