Page 79 - Martin Marietta - 2023 Proxy Statement

GRANTS OF PLAN-BASED AWARDS / EXECUTIVE COMPENSATION

4 The amounts in column (g) for 2022 reflect the cash paid to the named individuals earned in 2022 and paid in 2023 under annual incentive arrangements discussed in
further detail beginning on page 59 under the headings “2022 Annual Cash Incentive Goals and Results” and “2022 Actual Incentive Cash Earned,” and not deferred
pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 61 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 2022, 2021 and 2020,
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 2022 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 under the heading “Retirement and Other Benefits” in the following amounts:
Mr. Nye, $10,675; Mr. Nickolas, $9,000; Ms. Bar, $7,368; Mr. LaTorre, $7,386; and Mr. Mohr, $10,675; the value attributable to life insurance benefits provided to the
named executive officers, which is more fully described on page 70 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye, $15,444;
Mr. Nickolas, $5,382; Ms. Bar, $15,444; Mr. LaTorre, $3,883; and Mr. Mohr, $3,008; the value attributable to personal use of leased automobiles provided by Martin
Marietta in the following amounts: Mr. Nye, $10,662; Mr. Nickolas, $14,212; Ms. Bar, $15,349; Mr. LaTorre, $13,537; and Mr. Mohr, $3,986. 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, 2022, 2021 and 2020 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.

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,
2022. 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 02/21/23 1 1,799,000 7,500,000 – – –
02/18/22 2 4,043 10,107 24,257 4,143,769
02/18/22 3 8,270 3,172,951
James A. J. Nickolas 02/21/23 1 472,500 7,500,000 – – –
02/18/22 2 738 1,843 4,424 755,612
02/18/22 3 1,508 578,574
Roselyn R. Bar 02/21/23 1 359,800 5,250,000 533 7,768 192,989
02/18/22 2 749 1,872 4,493 767,501
02/18/22 3 1,531 587,399
CraigM. LaTorre 02/21/23 1 375,177 7,500,000 – – –
02/18/22 2 546 1,365 3,276 559,636
02/18/22 3 1,117 428,559
John P. Mohr 02/21/23 1 295,890 7,500,000 – – –
02/18/22 2 382 954 2,290 391,130
02/18/22 3 781 299,646

1 The amounts shown in this row reflect the annual bonus that could have been earned in 2022, payable in 2023, 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 2022 were approved on
May 12, 2022. These awards are discussed under the heading “Annual Incentive Feature: Stock Purchase Plan” on page 61. The actual amounts paid are reflected in the
Summary Compensation Table on page 72.
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 2022-2024. These awards are discussed under the heading “2022 Long-Term Incentive Compensation” on pages 61-65.
3 The amounts shown in column (i) reflect the number of RSUs granted in 2022 to each of the named executive officers pursuant to the Stock Plan. These awards are
discussed under the heading “2022 Long-Term Incentive Compensation” on pages 61-65. These awards are also included in column (e) of the Summary Compensation
Table on page 72.
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 2022.

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