Page 63 - Martin Marietta - 2023 Proxy Statement

2022 NAMED EXECUTIVE OFFICERS’ COMPENSATION—OUR COMPENSATION STRATEGY / COMPENSATION DISCUSSION AND ANALYSIS

The following table summarizes the key elements of our 2022 executive compensation program:

Element Primary Purpose Key Characteristics
Base Salary To compensate the executive fairly and Fixed compensation that is reviewed annually.
competitively for the responsibility level of the
position.
Annual Performance-Based To motivate and reward organizational and Variable compensation component; based on
Incentive Awards individual achievement of annual, Company and pre-established Company and individual
individual objectives. performance goals.
Incentive Stock Plan To enable executives to invest certain levels of NEOs may elect to convert up to 50% of their
their annual incentive compensation into Martin annual cash incentive compensation into
Marietta stock units. common stock units.
Long-Term To align executives with shareholder interests, to Variable compensation component. Reviewed
Incentive Awards reinforce long-term value creation, and to and granted annually. Program splits long-term
provide a balanced portfolio of long-term incentives for NEOs at 55% PSUs and 45%
incentive opportunities. RSUs.
Performance Share Units To motivate executives by tying incentives to our Grants based on three-year adjusted EBITDA
(PSUs) multi-year financial goals and relative TSR and Sales Growth goals, with a modifier based
reinforcing the link between our executive on TSR performance relative to peers.
officers and our shareholders.
Performance-Based To motivate the appropriate behaviors for Stock price growth. Awards are subject to
Restricted Stock Units delivering superior long-term total shareholder achievement of one-year adjusted EBITDA
(RSUs) return. goals.
Health/Welfare Plan and To provide competitive benefits promoting Fixed compensation component.
Retirement Benefits employee health and productivity and support
financial security.
Perquisites and To provide limited business-related benefits, Fixed compensation component.
Other Benefits where appropriate, and to assist in attracting and
retaining executive officers.
Change-in-Control To provide continuity of management and bridge Fixed compensation component; only paid in
Protection future employment if terminated following a the event the executive’s employment is
change in control. terminated other than for “cause” or for
“good reason,” in either case, in connection
with a change in control.

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