Page 43 - Martin Marietta - 2022 Proxy Statement
P. 43
Compensation Discussion and Analysis
Introduction ................................. 38 Anti-Hedging and Pledging Policy ................ 61
Summary of Our Compensation Considerations ..... 39 Clawback Policy .............................. 62
Responsiveness to Shareholders: Shareholder Our Use of Independent Compensation
Engagement and Feedback on Executive Consultants ................................. 62
Compensation Programs ....................... 39
Practice Regarding Timing of Equity Grants ........ 62
Our 2021 Performance ........................ 39
Perquisites .................................. 63
Sustainability, Safety and the Well-Being of Our Retirement and Other Benefits .................. 63
Employees .................................. 42
Potential Payments upon Termination or Change of
Compensation Decisions Yielding Alignment with Control ..................................... 63
Performance and Enhancing Our Corporate
Resilience ................................... 45 Tax and Accounting Implications ................. 64
Pay Decisions and Compensation Governance
Practices .................................... 47 Introduction
Determination of CEO Compensation ............. 48 This Compensation Discussion and Analysis, or CD&A,
2021 Chairman, President and CEO describes our 2021 executive compensation program and
Compensation ............................... 48 the attendant oversight provided by the Management
Development and Compensation Committee of the Board
2021 Named Executive Officers’ Compensation – Our of Directors (the Committee). It also summarizes our
Compensation Strategy ........................ 49 executive compensation structure and discusses the
Considerations Regarding 2021 Compensation ..... 51 compensation earned by Martin Marietta’s named
executive officers, or NEOs (the CEO, the CFO, and the
2021 Base Salary ............................. 51 three other most highly compensated executive officers in
2021 Annual Cash Incentive Goals and Results ..... 52 2021), as presented below in the tables under “Executive
Compensation” following this CD&A, which contain
2021 Actual Incentive Cash Earned ............... 52 detailed compensation information quantifying and
Annual Incentive Feature: Stock Purchase Plan ...... 54 further explaining our NEOs’ compensation.
2021 Long-Term Incentive Compensation The Company did not change the executive compensation
Overview ................................... 54 program in 2021 despite the ongoing COVID-19
PSU Awards (55% of LTI Award) ................. 54 pandemic, including retaining pre-established
performance goals.
Selection of Relative TSR ....................... 55
Performance-Based RSU Awards (45% of LTI For 2021, our NEOs were:
Award) ..................................... 56
NEO Title
2021-2023 Performance Goals .................. 56 C. Howard Nye Chairman of the Board, President
and Chief Executive Officer
2019-2021 PSU Award Payouts .................. 57
James A. J. Nickolas Senior Vice President and Chief
Ongoing Corporate Governance Policies ........... 58 Financial Officer
Compensation Decision Process ................. 58 Roselyn R. Bar Executive Vice President, General
Counsel and Corporate Secretary
Other Compensation Program Features ........... 60
Craig M. LaTorre Senior Vice President and Chief
Compensation Program Risk Assessment .......... 60 Human Resource Officer
Stock-Based Awards Generally .................. 60 John P. Mohr Senior Vice President and Chief
Information Officer
Stock Ownership Requirements .................. 61
38 2022 PROXY STATEMENT
