Page 71 - Martin Marietta - 2022 Proxy Statement

EXECUTIVE COMPENSATION / GRANTS OF PLAN-BASED AWARDS

4 The amounts in column (g) for 2021 reflect the cash paid to the named individuals earned in 2021 and paid in 2022 under annual incentive arrangements discussed in
further detail beginning on page 52 under the headings “2021 Annual Cash Incentive Goals and Results” and “2021 Actual Incentive Cash Earned,” and not deferred
pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 54 under the heading “Annual Incentive Feature: Stock Purchase Plan.”
5 The amounts in column (h) reflect the aggregate increase in the actuarial present value of the named executive officer’s accumulated benefits during 2021, 2020 and 2019,
respectively, under all defined benefit retirement plans established by Martin Marietta determined using interest rate and mortality rate assumptions consistent with those
used in Martin Marietta’s financial statements and include amounts which the named executive officer may not currently be entitled to receive because such amounts are
not vested.
6 The amount shown in column (i) for 2021 reflects for each named executive officer: matching contributions allocated by Martin Marietta to each of the named executive
officers pursuant to the Savings and Investment Plan, which is more fully described on pages 69 to 70 under the heading “Retirement and Other Benefits” in the following
amounts: Mr. Nye, $9,911; Mr. Nickolas, $9,904; Ms. Bar, $10,150; Mr. LaTorre, $7,401; and Mr. Mohr, $10,150; the value attributable to life insurance benefits provided
to the named executive officers, which is more fully described on pages 69 to 70 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye,
$10,062; Mr. Nickolas, $5,369; Ms. Bar, $11,681; Mr. LaTorre, $1,980; and Mr. Mohr, $2,855; the value attributable to personal use of leased automobiles provided by
Martin Marietta in the following amounts: Mr. Nye, $10,917; Mr. Nickolas, $15,078; Ms. Bar, $15,567; Mr. LaTorre, $12,675; and Mr. Mohr, $8,624. These values are
included as compensation on the W-2 of named executive officers who receive such benefits. Each such named executive officer is responsible for paying income tax on such
amount. The amounts in column (i) also reflect the dollar value of dividend equivalents on units credited under the equity awards as computed for financial statement
reporting purposes for each fiscal year ended December 31, 2021, 2020 and 2019 in accordance with FASB ASC Topic 718.
7 Mr. Mohr was not a named executive officer for purposes of the Summary Compensation Table in 2020 or 2019.

Grants of Plan-Based Awards
The table below shows each grant of an award made to a named executive officer in the fiscal year ended December 31,
2021. This includes equity awards made to the named executive officers under the Stock Plan and the Incentive Stock Plan.

Grants of Plan-Based Awards Table

All Other Stock Grant Date
Awards: Fair Value of
Estimated Future Payouts Under Estimated Future Payouts Under Equity Number of Stock and
Non-Equity Incentive Plan Award Incentive Plan Awards Shares of Option
Stock or Awards 4
Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Units (#) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
C. Howard Nye 2/14/22 1 1,160,250 4,875,000 2,117 8,892 781,279
2/17/21 2 4,694 11,735 28,164 4,136,822
2/17/21 3 9,601 3,123,205
James A. J. Nickolas 2/14/22 1 439,375 7,500,000
2/17/21 2 746 1,864 4,474 657,097
2/17/21 3 1,526 496,408
Roselyn R. Bar 2/14/22 1 366,500 5,625,000 414 6,351 152,787
2/17/21 2 778 1,943 4,664 684,946
2/17/21 3 1,590 517,227
CraigM. LaTorre 2/14/22 1 286,906 6,000,000 243 5,081 89,679
2/17/21 2 559 1,397 3,353 492,470
2/17/21 3 1,143 371,818
John P. Mohr 2/14/22 1 281,867 7,500,000
2/17/21 2 382 954 2,290 336,304
2/17/21 3 780 253,734

1 The amounts shown in this row reflect the annual bonus that could have been earned in 2021, payable in 2022, pursuant to the Executive Cash Incentive Plan. For each
named executive officer, the amounts shown in columns (d) and (e) reflect the portion of the annual bonus that would have been paid in cash if, respectively, target and
maximum performance was achieved for the year (i.e., after reduction for the total portion that would be deferred pursuant to the Incentive Stock Plan pursuant to voluntary
deferrals). The amounts shown in columns (g) and (h) reflect the portion of the annual bonus that would have been deferred pursuant to the Incentive Stock Plan if,
respectively, target and maximum performance was achieved for the year, inclusive of the 20% discount. Participants in the Incentive Stock Plan for 2021 were approved on
May 12, 2021. These awards are discussed under the heading “Annual Incentive Feature: Stock Purchase Plan” on page 54. The actual amounts paid are reflected in the
Summary Compensation Table on page 65.
2 The amounts shown in columns (f), (g) and (h) reflect the threshold, target and maximum, respectively, levels of PSUs payable if the performance measurements are satisfied
in the period 2021-2023. These awards are discussed under the heading “2021 Long-Term Incentive Compensation” on pages 54 to 58.
3 The amounts shown in column (i) reflect the number of RSUs granted in 2021 to each of the named executive officers pursuant to the Stock Plan. These awards are
discussed under the heading “2021 Long-Term Incentive Compensation” on pages 54 to 58. These awards are also included in column (e) of the Summary Compensation
Table on page 65.
4 The amounts shown in column (l) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. No options to purchase shares of
Martin Marietta’s common stock were granted in 2021.

66 2022 PROXY STATEMENT