Page 62 - Martin Marietta - 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / DETERMINATION OF CEO COMPENSATION

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 10% • Fixed 10% • Short-Term 48% • Cash 37%
• Annual Incentive 38% • Variable 90% • Long-Term 52% • Equity 63%
• Long-Term Incentive 52%

* We consider base salary and annual incentives as short-term pay and PSUs and RSUs as long-term incentive (LTI) pay. We do not include retirement or
other compensation components in the chart.

2023 Chair, President and CEO Compensation
Base Salary plans. Our pension formula is based on years of service
For 2023, Mr. Nye’s base salary remained at $1,285,000 and pension eligible compensation. Mr. Nye is not eligible
(flat since March 1, 2021). for retiree health benefits.

2023 Annual Incentive Perquisites
Mr. Nye’s target annual incentive amount for 2023 was Mr. Nye received limited executive perquisites. We provide
$2,056,000 (160% of base salary received for the year). company-leased cars to the NEOs for their use.
His actual annual incentive for 2023 was $4,934,400 or Additionally, we pay for the insurance, maintenance and
240% of target, as determined by the new formulaic fuel for such vehicles. The value of personal mileage is
approach. charged to the NEO as imputed income. We make the
company-owned aircraft available to the CEO and other
2023-2025 Long-Term Incentives senior executives for business travel only. We do not
In 2023, Mr. Nye’s target LTI award was 490% of base provide other perquisites, such as country club
salary. He was granted an LTI award of $6,750,000, which memberships, to the NEOs. The Committee reviews our
was allocated 55%, or $3,710,000, in PSUs and 45%, or policies and determines whether and to what extent
$3,040,000, in RSUs. RSUs will vest pro rata over three perquisites should be modified or continued.
years, while the vesting of PSUs will be based upon our
results relative to the three-year performance goals that 2023 Target Pay Mix
were established in the beginning of 2023. We believe that most of the compensation opportunities
to our CEO should be variable and the variable elements
Benefit and Retirement Plans of the compensation package should tie to the Company’s
Mr. Nye is eligible for benefit and retirement programs long-term success and the achievement of sustainable
similar to other employees. None of our executives long-term total return to our shareholders. A significant
received additional years of service credits or other forms portion of our CEO’s target compensation is variable and
of formula enhancements under our benefit or retirement in the form of LTI, and more than half of total target pay
is in the form of equity incentives.

56 2024 PROXY STATEMENT