Page 63 - Martin Marietta - 2022 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / 2019-2021 PSU AWARD PAYOUTS

Based on a weighted payout factor of 240%, the following table shows the payouts under the 2019-2021 PSUs made in
February 2022.

Payment Calculation for PSUs Granted in 2019
Certified on February 14, 2022
Target Units Granted Payout
NEO in 2019 (shares) (shares)
C. Howard Nye 13,175 31,620
James A. J. Nickolas 2,632 6,317
Roselyn R. Bar 2,857 6,857
Craig M. LaTorre 1,042 2,501
John P. Mohr 1,359 3,262

Ongoing Corporate Governance Policies

We endeavor to maintain good corporate governance standards relating to our executive compensation policies and
practices, including the following that were in effect during 2021 that directly impacted compensation:
• The Committee is comprised solely of independent Directors who regularly schedule and meet in executive sessions
without management present.
• The Committee’s independent compensation consultant is retained directly by the Committee.
• The Committee conducts an annual review of and approves our compensation strategy, including a review of our
compensation-related risk profile, to ensure that our compensation-related risks are not reasonably likely to have a
material adverse effect on the Company.
• We pay for performance, with approximately 87% of our CEO’s total target pay opportunity being performance-based
“at-risk” compensation.

• We cap PSU payments at target if three-year TSR is negative, regardless of our ranking.
• We limit perquisites and other benefits.

Compensation Decision Process

Role of Management and the Committee
The Committee is responsible for carrying out the philosophy and objectives of the Board of Directors related to executive
compensation in addition to its responsibilities of overseeing the development and succession of executive management of
Martin Marietta. The Committee has the authority to determine compensation and benefits for Martin Marietta’s executive
officers. The Committee members are each non-employee, independent Board members pursuant to the NYSE rules, and
the Committee operates pursuant to a written charter, a copy of which can be viewed on Martin Marietta’s website at
ir.martinmarietta.com/corporate-governance.
The performance of the CEO and each other executive officer is reviewed regularly by the Committee. Based on this
review, the Committee sets compensation for all executive officers. Compensation decisions with respect to the executive
officers other than the CEO are based in part on recommendations by the CEO, with input from the Senior Vice President
and Chief Human Resource Officer, with respect to salary adjustments and annual cash and equity awards. The Committee
can accept, reject or modify any recommended adjustments or awards to executive officers. For the CEO, the Committee
sets the levels of annual adjustments and awards based on the criteria it deems to be appropriate under the circumstances
with input from the independent compensation consultant. There are no employment agreements between Martin
Marietta and any executive officer of Martin Marietta, including the CEO.

58 2022 PROXY STATEMENT