Page 53 - Martin Marietta - 2021 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS / 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.

                                                CEO Target Opportunity Mix*
                    Elements of               Fixed vs.             Short-Term vs.              Cash vs.
                   Compensation               Variable                Long-Term                 Equity


               • Base Salary 13%            • Fixed 13%             • Short-Term 38%          • Cash 25%
               • Annual Incentive 25%       • Variable 87%          • Long-Term 62%           • Equity 75%
               • Long-Term Incentive 62%




          * We consider base salary and annual incentives as short-term pay and PSUs and RSUs as long-term pay. We do not include retirement or other
           compensation components in the chart.
          2020 Chairman, President and CEO Compensation

          Base Salary                                            Perquisites
          For 2020, Mr. Nye’s base salary was set at $1,225,000  Mr. Nye received limited executive perquisites. We provide
          (effective March 1, 2020).                             company-leased cars to the NEOs for their use.
                                                                 Additionally, we pay for the insurance, maintenance and
          2020 Annual Incentive                                  fuel for such vehicles. The value of personal mileage is
          Mr. Nye’s target annual incentive amount for 2020 was  charged to the NEO as imputed income. We make the
          $1,697,500 (140% of salary received for the year). His  company-owned aircraft available to the CEO and other
          actual annual incentive for 2020 was $3,300,000, or    senior executives for business travel only. We do not
          194% of target.                                        provide other perquisites, such as country club
                                                                 memberships, to the NEOs. The Committee reviews our
          2020-2022 Long-Term Incentives                         policies and determines whether and to what extent
          In 2020, Mr. Nye’s target LTI award was 490% of base   perquisites should be modified or continued.
          salary. He was granted an LTI award of approximately
          $6.0 million, which was allocated 55%, or $3.3 million, in  2020 Target Pay Mix
          PSUs and 45%, or $2.7 million, in performance-based    We believe that most of the compensation opportunities
          RSUs. RSUs will vest pro rata over three years if the  to our CEO should be variable and the variable elements
          performance measure is satisfied, while the vesting of  of the compensation package should tie to the Company’s
          PSUs will be based upon our results relative to the three-  long-term success and the achievement of sustainable
          year performance goals that were established in the    long-term total return to our shareholders. A significant
          beginning of 2020.                                     portion of our CEO’s target compensation is variable and
                                                                 in the form of LTI, and more than half of total target pay
          Benefit and Retirement Plans                           is in the form of equity incentives.
          Mr. Nye is eligible for benefit and retirement programs
          similar to other employees. None of our executives
          received additional years of service credits or other forms
          of formula enhancements under our benefit or retirement
          plans. Our pension formula is based on years of service
          and pension eligible compensation, which is a similar
          formula offered by other companies with defined benefit
          plans. Mr. Nye is not eligible for retiree health benefits.


          48 2021 PROXY STATEMENT
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