Page 47 - Martin Marietta - 2023 Proxy Statement
P. 47
Compensation Discussion and Analysis
Introduction ................................. 41 Anti-Hedging and Pledging Policy ................ 68
Letter from Committee Chair ................... 42 Clawback Policy .............................. 69
Summary of Our Compensation Considerations ..... 45 Our Use of Independent Compensation
Responsiveness to Shareholders: Shareholder Consultants ................................. 69
Engagement and Feedback on Executive Practice Regarding Timing of Equity Grants ........ 69
Compensation Programs ....................... 45
Perquisites .................................. 70
Our 2022 Performance ........................ 45
Retirement and Other Benefits .................. 70
Sustainability, Safety and the Well-Being of Our
Employees .................................. 48 Potential Payments upon Termination or Change of
Control ..................................... 70
Compensation Decisions Yielding Alignment with
Performance and Enhancing Our Corporate Tax and Accounting Implications ................. 71
Resilience ................................... 52
Pay Decisions and Compensation Governance Introduction
Practices .................................... 54
This Compensation Discussion and Analysis, or CD&A,
Determination of CEO Compensation ............. 55 describes our 2022 executive compensation program and
2022 Chairman, President and CEO the attendant oversight provided by the Management
Compensation ............................... 55 Development and Compensation Committee of the Board
of Directors (the Committee). It also summarizes our
2022 Named Executive Officers’ Compensation – Our executive compensation structure and discusses the
Compensation Strategy ........................ 56 compensation earned by Martin Marietta’s named
Considerations Regarding 2022 Compensation ..... 58 executive officers, or NEOs (the CEO, the CFO, and the
three other most highly compensated executive officers in
2022 Base Salary ............................. 58 2022), as presented below in the tables under “Executive
2022 Annual Cash Incentive Goals and Results ..... 59 Compensation” following this CD&A, which contain
detailed compensation information quantifying and
2022 Actual Incentive Cash Earned ............... 59
further explaining our NEOs’ compensation.
Annual Incentive Feature: Stock Purchase Plan ...... 61
The Company did not change the executive compensation
2022 Long-Term Incentive Compensation program in 2022, and all pre-established performance
Overview ................................... 61
goals were retained.
PSU Awards (55% of LTI Award) ................. 61
For 2022, our NEOs were:
Selection of Relative TSR ....................... 62
Performance-Based RSU Awards (45% of LTI NEO Title
Award) ..................................... 63 C. Howard Nye Chairman of the Board, President
and Chief Executive Officer
2022-2024 Performance Goals .................. 63
James A. J. Nickolas Senior Vice President and Chief
2020-2022 PSU Award Payouts .................. 64
Financial Officer
Ongoing Corporate Governance Policies ........... 65 Roselyn R. Bar Executive Vice President, General
Counsel and Corporate Secretary
Compensation Decision Process ................. 65
Craig M. LaTorre Senior Vice President and Chief
Other Compensation Program Features ........... 67 Human Resource Officer
Compensation Program Risk Assessment .......... 67 John P. Mohr Senior Vice President and Chief
Information Officer
Stock-Based Awards Generally .................. 67
Stock Ownership Requirements ................. 68
MARTIN MARIETTA 41
