Page 56 - Martin Marietta - 2021 Proxy Statement

CONSIDERATIONS REGARDING 2020 COMPENSATION / COMPENSATION DISCUSSION AND ANALYSIS

Considerations Regarding 2020 Compensation

The following chart summarizes the target compensation in our 2020 executive compensation program:
Pay Component Summary
Base Salary • At the February 2020 meeting, the Committee reviewed competitive market data and individual
performance evaluations. Increases were effective March 1, 2020 for all NEOs.
Target Annual Cash • Our CEO’s target incentive for 2020 was 140% of base earnings. For other NEOs’ target incentives
Incentives
for 2020 were 70% to 80% of base earnings.
• Our shareholders in 2016 approved an Executive Cash Incentive Plan that fixed the bonus amounts
based on certain objective criteria and allowed the Committee to reduce the award based on
enumerated factors in the plan.
• Our CEO is required to invest a minimum of 35% of his annual cash bonus into stock units, which
are required to be held generally for a period of three years.
• Other NEOs are required to invest a minimum of 20% of their annual cash bonus into stock units,
which are held generally for a period of three years.
Long-Term • Our LTI structure consists of PSUs and performance-based RSUs.
Incentives • The LTI awards for NEOs in 2020 were weighted 55% PSUs and 45% RSUs. The LTI grant size is
based on competitive market data.
• PSU awards in 2020 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 up to 20%.
• RSU awards to NEOs in 2020 are subject to the achievement of one-year adjusted EBITDA
performance.
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 may vary materially. Overall, the Committee believes targeted
compensation should be more heavily weighted on variable “at-risk” compensation and longer-
term components.

The committee approved the following actual compensation items in February 2020:

2020 Base Salary

The Committee determines base salaries for the NEOs and other executives based on a number of factors, including but
not limited to, market data, individual performance, the Company’s performance, internal pay equity, the advice of the
Committee’s independent compensation consultant, management recommendations (except for the CEO), and, for the
CEO, the Committee’s assessment of Mr. Nye’s performance. Based on these factors, the Committee approved the
following increases in base salary.
• Mr. Nye: 6.52% increase, based on his excellent achievements during his CEO tenure, and specifically his performance in
2019.
• Other NEOs: approximately 3.4% to 7.6% increases, based on a review of competitive market data and individual
performance evaluations.

2020 2019
NEO Base Salary Base Salary
C. Howard Nye $1,225,000 $1,150,000
James A. J. Nickolas $ 565,000 $ 525,000
Roselyn R. Bar $ 590,000 $ 570,000
Craig M. LaTorre $ 495,000 $ 475,000
Daniel L. Grant $ 410,000 $ 396,500

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