Page 64 - Martin Marietta - 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS / 2023 NAMED EXECUTIVE OFFICERS’ COMPENSATION—OUR COMPENSATION STRATEGY

The following table summarizes the key elements of our 2023 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; value
Incentive Awards individual achievement of annual, Company and calculated through formula tied to
individual objectives. pre-established Company financial, safety and
sustainability goals with an individual
performance modifier.
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.
Restricted Stock Units To motivate the appropriate behaviors for Stock price growth. Awards are subject to
(RSUs) delivering superior long-term total shareholder continued employment over three years and
return. executives benefit from higher share price.
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.

58 2024 PROXY STATEMENT