Page 61 - Martin Marietta - 2023 Proxy Statement

DETERMINATION OF CEO COMPENSATION / COMPENSATION DISCUSSION AND ANALYSIS

Determination of CEO Compensation
At each February Committee meeting, without the CEO present, the Committee reviews and evaluates CEO performance,
and determines achievement levels for the prior year. At this meeting, the Committee also discusses an evaluation of the
CEO’s performance, competitive compensation data, and salary and annual incentive pay recommendations with the
independent members of the Board. In addition, the Committee reviews and discusses an award of RSUs and the target
PSU grant size for the CEO at that meeting, which is also discussed with the independent members of the Board. The
Committee’s independent compensation consultant provides the Committee with comparative compensation, background
materials and analysis, and its recommendation in connection with these determinations.

CEO Target Opportunity Mix*

Elements of Fixed vs. Short-Term vs. Cash vs.
Compensation Variable Long-Term Equity

• Base Salary 12% • Fixed 12% • Short-Term 38% • Cash 38%
• Annual Incentive 26% • Variable 88% • Long-Term 62% • Equity 62%
• Long-Term Incentive 62%

* We consider base salary and annual incentives as short-term pay and PSUs and RSUs as long-term pay. We do not include retirement or other
compensation components in the chart.
2022 Chairman, President and CEO Compensation

Base Salary formula offered by other companies with defined benefit
For 2022, Mr. Nye’s base salary remained at $1,285,000 plans. Mr. Nye is not eligible for retiree health benefits.
(effective March 1, 2022).
Perquisites
2022 Annual Incentive Mr. Nye received limited executive perquisites. We provide
Mr. Nye’s target annual incentive amount for 2022 was company-leased cars to the NEOs for their use.
$1,799,000 (140% of base salary received for the year). Additionally, we pay for the insurance, maintenance and
His actual annual incentive for 2022 was $2,878,400 or fuel for such vehicles. The value of personal mileage is
160% of target, which was a reduction from the previous charged to the NEO as imputed income. We make the
year. company-owned aircraft available to the CEO and other
senior executives for business travel only. We do not
2022-2024 Long-Term Incentives provide other perquisites, such as country club
In 2022, Mr. Nye’s target LTI award was 490% of base memberships, to the NEOs. The Committee reviews our
salary. He was granted an LTI award of approximately policies and determines whether and to what extent
$7.0 million, which was allocated 55%, or $3.85 million, perquisites should be modified or continued.
in PSUs and 45%, or $3.15 million, in performance-based
RSUs. RSUs will vest pro rata over three years if the 2022 Target Pay Mix
performance measure is satisfied, while the vesting of We believe that most of the compensation opportunities
PSUs will be based upon our results relative to the three- to our CEO should be variable and the variable elements
year performance goals that were established in the of the compensation package should tie to the Company’s
beginning of 2022. long-term success and the achievement of sustainable
long-term total return to our shareholders. A significant
Benefit and Retirement Plans portion of our CEO’s target compensation is variable and
Mr. Nye is eligible for benefit and retirement programs in the form of LTI, and more than half of total target pay
similar to other employees. None of our executives is in the form of equity incentives.
received additional years of service credits or other forms
of formula enhancements under our benefit or retirement
plans. Our pension formula is based on years of service
and pension eligible compensation, which is a similar

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