MARTIN MARIETTA MATERIALS INC
For the period ended May 14, 2026. Filed Apr 15, 2026.
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May 14, 2026 · Filed Apr 15, 2026
Contents
Proxy Statement Highlights
Shareholders Benefit from Martin Marietta’s Strong 2025 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 2026 Annual Meeting of Shareholders, this Proxy Statement, the 2025 Annual Report and Proxy Card (the Proxy Materials) in connection with the Company’s solicitation of proxies for the 2026 Annual Meeting (the Annual Meeting) to be held on May 14, 2026, and at any adjournment or postponement thereof. This Proxy Statement is being first mailed to shareholders on April 15, 2026.
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.
2025 Safety & Financial Highlights 1
Achieved world-class total injury incident rate (TIIR) for the 5th consecutive year • Southwest, West and Specialties Divisions outperformed world-class TIIR with metrics of 0.41, 0.65 and 0.81, respectively • Achieved world-class LTIR for the 9th consecutive year • 99.8% of employees experienced zero lost-time incidents • Grew aggregates gross profit by 16% to a record $1.7 billion, or 12% to a record $8.45 on a per ton basis • Expanded adjusted EBITDA from continuing operations margin by 229 basis points • Generated record cash flow from operations of $1.8 billion • Advanced $6.3B of portfolio-enhancing strategic transactions • Delivered total shareholder return of 21% as compared to the S&P 500’s 18% 1 All percentage increases and decreases in chart are comparisons to full year results for the year ended December 31, 2024. 2 Please see Appendix B for additional information regarding impacts to 2025 and 2024 net earnings from continuing operations attributable to Martin Marietta. 3 Adjusted EBITDA from continuing operations, Adjusted EBITDA margin for continuing operations and Consolidated Net Debt-to-Consolidated Adjusted EBITDA are non-GAAP measures. Please see Appendix B for a reconciliation of non-GAAP measures to GAAP measures and other disclosures related to the presentation of non-GAAP measures. 4 Net Margin is defined as the ratio between Net Earnings from Continuing Operations Attributable to Martin Marietta and Revenues.
| 2026 PROXY STATEMENT | 1 |
Proxy Highlights
Proposals to be Voted On
| PROPOSAL 1 | PROPOSAL 2 | PROPOSAL 3 | PROPOSAL 4 |
|---|---|---|---|
| Election of10 Directors The Boardrecommends a voteFOR each of theDirectors | Ratification ofIndependentAuditorsfor 2026 The Boardrecommends a voteFOR ratification ofPricewaterhouseCoopers for 2026 | Advisory Vote to Approve the Compensation of our NEOs The Board recommendsa vote FOR ourSay-On-Pay proposal | Approvethe Amendedand RestatedStock-Based Award Plan The Board recommendsa vote FOR approvalof the Amended and Restated Stock-Based Award Plan |
| (See page 24 formore information) | (See page 43 formore information) | (See page 93 formore information) | (See page 94 formore 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 ninth consecutive year (0.17 in 2025). With a Companywide Total Injury Incident Rate (TIIR) of 0.69, we exceeded the world-class rate of 0.90 for the fifth consecutive year.
Proxy Highlights
Execution of SOAR 2025
For Martin Marietta, 2025 marked the successful completion of our SOAR 2025 plan. From its inception over 15 years ago, SOAR, which is reviewed and refined on a five-year cycle, has been and continues to be our disciplined framework for sustainable growth and prudent capital deployment. We have a long history of doing what we say we are going to do; SOAR 2025 was no exception. The graphic below highlights our performance against the SOAR 2025 objectives presented at our February 2021 Investor Day:
Disciplined Portfolio Management Driving Continued Aggregates-Led Growth
A core pillar of SOAR is disciplined, value-enhancing M&A. During SOAR 2025, we advanced this strategy through targeted geographic expansion and active portfolio management, executing more than $16 billion of portfolio enhancing transactions. By redeploying capital from cement and downstream divestitures into pure-aggregates businesses, we expanded our footprint coast-to-coast, further strengthened earnings quality and enhanced our margin profile. We exit SOAR 2025 with significant capacity to continue executing our proven M&A playbook in what remains a highly fragmented industry.
Source: USGS and management estimates. 1 Reflects average USGS annual U.S. crushed stone and construction sand and gravel production for the period 2000 to 2024 in short tons. 2 As of 2024, approximately 1,400 companies produced crushed stone and approximately 3,400 companies produced construction sand and gravel.
| 2026 PROXY STATEMENT | 3 |
Proxy Highlights
Board Oversight of Risk Management
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 also 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.
Proxy Highlights
| 2026 PROXY STATEMENT | 5 |
Proxy Highlights
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 review of management’s sustainability goals, our performance relating to sustainability and our engagement with investors with regard to sustainability matters.
ETHICS, ENVIRONMENT, SAFETY AND HEALTH (EESH) COMMITTEE • 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 EESH 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.
Proxy Highlights
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 (MVC) • Women Who Build (WWB) • MERGE (a Multi-Cultural ERG)
| 2026 PROXY STATEMENT | 7 |
Proxy Highlights
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 / shareholder rights plan • 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 our 10 Director Nominees are independent • Directors reflect a diverse mix of skills, experience and perspectives • Significant Board refreshment with 10 new director nominees in the past 10 years* • Robust onboarding • Annual Board, committee and individual self-assessments • Rotation of Board committee assignments based on experience and expertise • Board access to management and employees • Overboarding, anti-hedging and stock ownership policies 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 |
| * | Includes Smith W. Davis who retired in 2023 and John J. Koraleski who is retiring at the 2026 Annual Meeting of Shareholders. |
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Proxy Highlights
Director Nominees
Board Attendance
In 2025, during their terms of service, all directors attended 100% of the Board meetings and all directors attended at least 75% of the committee meetings to which they were assigned. All directors then in office attended the May 2025 Annual Meeting.
| 100% | BOARD MEETINGS ATTENDED IN 2025 |
| 2026 PROXY STATEMENT | 9 |
Proxy Highlights
Effective Shareholder Engagement
| Avenues of engagement | Discussion highlights | |
|---|---|---|
| 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 or Capital Markets Day each year |
Our Board, the Management Development and Compensation Committee, our Chair and Chief Executive Officer, and our Chief Financial Officer alongside our Investor Relations, Legal, and Sustainability teams have a robust shareholder engagement program in place. This program is active year-round and accepts requests for engagement from shareholders and proactively reaches out to initiate dialogue with our shareholders on topics that are important to the Company.
The Company conducts a Fall Shareholder Engagement Program or Capital Markets Day each year. As part of the Fall Shareholder Engagement 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. In September 2025, the Company held a Capital Markets Day where we welcomed over 40 existing and prospective shareholders in person while hosting many others virtually and affirmed our dedication to our Strategic Operating Analysis and Review (SOAR) framework which has been central to our transformation into a largely pure aggregates market leader and our commitment to shareholder responsiveness.
We have a history of robust shareholder responsiveness. In prior years, we have made other meaningful changes to our disclosures and compensation program based on feedback from shareholders including:
| • | Adopted a formulaic program for our Short Term Incentive (STI) providing a strong link between pay and performance while reducing Management Development and Compensation Committee 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 providing greater transparency for shareholders as to how the Company measures performance and how different levels of performance align with pay 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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| • | Submitted responses and additional information to Climate Action 100+. |
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| • | Set a Net Zero GHG Emissions Ambition by 2050. |
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| • | Participated in CDP Climate and Water surveys. |
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| • | Adopted Science Based Target Initiative (SBTi) validated commitments for absolute emission reduction targets for all GHG scopes: Scope 1 & 2 by 63.0% by 2035 from a 2023 base year; and Scope 3 from purchased goods and services, fuel- and energy-related activities and upstream transportation and distribution by 37.5% within the same timeframe. As we noted in our submittal of these targets to the SBTi, achievement of these ambitions will depend upon the economic feasibility and timely implementation of commercial-scale carbon capture technology in the United States and related governmental policies, the availability of additional renewable energy from third party providers, and the availability of additional heavy equipment powered by alternate fuels and/or electrification supplied by OEMs such as Caterpillar and Komatsu. |
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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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| • | Added a Global Reporting Initiative (GRI) Alignment Index to our Sustainability website. |
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Proxy Highlights
Proactively Engaging and Responding to Shareholders
SHAREHOLDER RIGHTS AND GOVERNANCE
Our Commitment to Our People and Pay-for-Performance
In 2025, we continued to increase the visibility and attractiveness of Martin Marietta as an employer of choice:
| • | Launched Workday HCM and Payroll modules, empowering team members with anytime, anywhere access to their personal data through a single platform and delivering an enhanced pay slip design to improve employee understanding. |
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| • | Introduced an Employee Stock Purchase Plan (ESPP) to empower team members to invest in Martin Marietta, fostering ownership and reinforcing alignment with our mission, vision, and values. |
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| • | Introduced benefits enhancements under the Choose Well initiative to promote and strengthen employee well-being; launched an enhanced Employee Assistance Program (EAP) through Lyra Health; and redesigned the benefits guide for improved readability and alignment with Choose Well branding. |
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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
| 2026 PROXY STATEMENT | 11 |
Proxy Highlights
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 2025, 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 our pay-for-performance philosophy. All compensation paid to our CEO and other NEOs for 2025 was performance-based other than base salary; approximately 91% of our CEO’s compensation was performance-based and 81% of our other NEOs’ actual compensation was performance based.*
- Based on grant date value of Performance Share Units (PSUs) and Restricted Stock Units (RSUs). Excludes James A. J. Nickolas and Bradley D. Kohn who were not entitled to an annual cash incentive compensation payments for 2025 as a result of their departures in April 2025 and February 2026, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.