Page 49 - Martin Marietta - 2024 Proxy Statement

Compensation Discussion and Analysis

Introduction .................................. 43 Practice Regarding Timing of Equity Grants ......... 72
Summary of Our Compensation Considerations ..... 44 Perquisites ................................... 72
Responsiveness to Shareholders: Shareholder Retirement and Other Benefits ................... 72
Engagement and Feedback on Executive
Compensation Programs ........................ 44 Potential Payments upon Termination or Change of
Control ..................................... 73
Our 2023 Performance ......................... 46
Tax and Accounting Implications ................. 73
Sustainability, Safety and the Well-Being of Our
Employees ................................... 49
Introduction
Compensation Decisions Yielding Alignment with
Performance and Enhancing Our Corporate This Compensation Discussion and Analysis, or CD&A,
Resilience .................................... 53
describes our 2023 executive compensation program and
Pay Decisions and Compensation Governance the attendant oversight provided by the Management
Practices .................................... 55 Development and Compensation Committee of the Board
of Directors (the Committee). It also summarizes our
Determination of CEO Compensation ............. 56
executive compensation structure and discusses the
2023 Chair, President and CEO Compensation ...... 56 compensation earned by Martin Marietta’s named
2023 Named Executive Officers’ Compensation – Our executive officers, or NEOs (the CEO, the CFO, and the
Compensation Strategy ........................ 57 three other most highly compensated executive officers in
2023), as presented below in the tables under “Executive
Considerations Regarding 2023 Compensation ...... 59 Compensation” following this CD&A, which contain
2023 Base Salary .............................. 59 detailed compensation information quantifying and further
explaining our NEOs’ compensation.
2023 Annual Cash Incentive Goals and Results ...... 60
2023 Actual Incentive Cash Earned ............... 60 The Company considers the input of our shareholders
along with emerging best practices, to ensure alignment of
Annual Incentive Feature: Stock Purchase Plan ...... 63
our executive pay programs with shareholder interests.
2023 Long-Term Incentive Compensation Overview . . 63 Following our 2023 Annual Meeting of Shareholders, we
PSU Awards (55% of LTI Award) ................. 64 conducted a robust shareholder engagement program.
Based on the feedback received from shareholders, we
Selection of Relative TSR ........................ 65 adopted a formulaic short-term incentive program for
RSU Awards (45% of LTI Award) ................. 65 2023 and committed to increasing our disclosure
concerning vested long term incentive awards to include
2023-2025 Performance Goals ................... 65
threshold and maximum goals in addition to disclosure of
2021-2023 PSU Award Payouts .................. 66 targets.
Ongoing Corporate Governance Policies ........... 67
For 2023, our NEOs were:
Compensation Decision Process .................. 67
NEO Title
Other Compensation Program Features ............ 69
C. Howard Nye Chair of the Board, President and
Compensation Program Risk Assessment ........... 69 Chief Executive Officer
Stock-Based Awards Generally ................... 70 James A. J. Nickolas Executive Vice President and Chief
Financial Officer
Stock Ownership Requirements .................. 70
Roselyn R. Bar Executive Vice President, General
Anti-Hedging and Pledging Policy ................. 71 Counsel and Corporate Secretary
Clawback Policy .............................. 71 Robert J. Cardin Senior Vice President, Controller
and Chief Accounting Officer
Our Use of Independent Compensation
Consultants .................................. 71 Michael J. Petro Senior Vice President, Strategy and
Development

MARTIN MARIETTA 43