Page 42 - Martin Marietta - 2021 Proxy Statement
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Compensation Discussion and Analysis
Introduction ................................. 37 Clawback Policy .............................. 62
Letter from Committee Chair ................... 38 Our Use of Independent Compensation
Consultants ................................. 62
Summary of Our Compensation Considerations ..... 40
Practice Regarding Timing of Equity Grants ........ 63
Responsiveness to Shareholders ................. 40
Shareholder Engagement and Feedback on Executive Perquisites .................................. 63
Compensation Programs ....................... 40 Retirement and Other Benefits .................. 63
Our 2020 Performance ........................ 40 Potential Payments upon Termination or Change of
Sustainability, Safety and the Health of Our Control ..................................... 64
Employees During the COVID-19 Pandemic ........ 42
Tax and Accounting Implications ................. 64
Compensation Decisions Yielding Alignment with
Performance and Enhancing Our Corporate
Resilience ................................... 45 Introduction
Pay Decisions and Compensation Governance This Compensation Discussion and Analysis, or CD&A,
Practices .................................... 47
describes our 2020 executive compensation program and
Determination of CEO Compensation ............. 48 the attendant oversight provided by the Management
2020 Chairman, President and CEO Development and Compensation Committee of the Board
Compensation ............................... 48 of Directors (the Committee). It also summarizes our
executive compensation structure and discusses the
2020 Named Executive Officers’ Compensation – Our
Compensation Strategy ........................ 49 compensation earned by Martin Marietta’s named
executive officers, or NEOs (the CEO, the CFO, and the
Considerations Regarding 2020 Compensation ..... 51
three other most highly compensated executive officers in
2020 Base Salary ............................. 51 2020), as presented below in the tables under “Executive
2020 Annual Cash Incentive Goals and Results ..... 52 Compensation” following this CD&A, which contain
detailed compensation information quantifying and
2020 Actual Incentive Cash Earned ............... 52
further explaining our NEOs’ compensation.
Annual Incentive Feature: Stock Purchase Plan ...... 54
The Company did not change the executive compensation
2020 Long-Term Incentive Compensation
Overview ................................... 54 program despite the COVID-19 pandemic, including
retaining pre-established performance goals.
PSU Awards (55% of LTI Award) ................. 54
Selection of Relative TSR ....................... 55 For 2020, our NEOs were:
Performance-Based RSU Awards (45% of LTI NEO Title
Award) ..................................... 56
C. Howard Nye Chairman of the Board, President
2020-2022 Performance Goals .................. 56 and Chief Executive Officer
2018-2020 PSU Award Payouts .................. 57 James A. J. Nickolas Senior Vice President and Chief
Ongoing Corporate Governance Policies ........... 58 Financial Officer
Roselyn R. Bar Executive Vice President, General
Compensation Decision Process ................. 58
Counsel and Corporate Secretary
Compensation Program Risk Assessment .......... 60
Daniel L. Grant Senior Vice President – Strategy
Stock-Based Awards Generally .................. 60 and Development
Stock Ownership Requirements .................. 61 Craig M. LaTorre Senior Vice President and Chief
Human Resource Officer
Anti-Hedging and Pledging Policy ................ 61
MARTIN MARIETTA 37
