Page 65 - Martin Marietta - 2024 Proxy Statement

CONSIDERATIONS REGARDING 2023 COMPENSATION / COMPENSATION DISCUSSION AND ANALYSIS

Considerations Regarding 2023 Compensation
The following chart summarizes the target compensation in our 2023 executive compensation program:

Pay Component Summary
Base Salary • At the February 2023 meeting, the Committee reviewed competitive market data and individual
performance evaluations. Increases approved by the Committee were effective March 1, 2023 for
all NEOs except the CEO, whose base salary did not change. The Committee approved additional
base salary adjustments for two NEOs at its August 2023 meeting.
Target Annual Cash • Our CEO’s target incentive for 2023 was 160% of base earnings. For other NEOs’ target incentives
Incentives
for 2023 were 90% to 100% of base earnings.
• Our CEO and other NEOs have the option to invest up to 50% of their annual cash bonuses into
stock units, which are required to be held generally for a period of approximately three years.
Long-Term • Our LTI structure consists of PSUs and RSUs.
Incentives • The LTI awards for NEOs in 2023 were weighted 55% PSUs and 45% RSUs. The LTI grant size is
based on competitive market data.
• PSU awards in 2023 are earned based on achievement of performance levels, with 33% based on
three-year cumulative Sales Growth and 67% based on three-year cumulative adjusted EBITDA
performance. The Company’s relative TSR ranking compared to the S&P 500 provides a modifier to
the award, which may be adjusted up or down by up to 20%.
• RSU and PSU awards are generally subject to continued employment for three years
Total Compensation • The Committee uses the size-adjusted 50th percentile of our Compensation Peer Group as a guide
in setting the target for the total compensation opportunity, but considers a variety of factors in
setting compensation, including the short-term and longer-term performance and leadership
characteristics of the executive, and compensation may vary materially. Overall, the Committee
believes targeted compensation should be more heavily weighted on variable “at-risk”
compensation and longer-term components.

The committee approved the following actual compensation items in February 2023:

2023 Base Salary

The Committee determines base salaries for the NEOs and other executives based on a number of factors, including but
not limited to, market data, individual performance, the Company’s performance, internal pay equity, the advice of the
Committee’s independent compensation consultant, management recommendations (except for the CEO), and, for the
CEO, the Committee’s assessment of Mr. Nye’s performance. Based on these factors, the Committee approved the
following increases in base salary during 2023.
• Mr. Nye: base salary remained unchanged.
• Other NEOs: approximately 4.5% to 9.7% increases, based on a review of competitive market data and individual
performance evaluations.

2023 2022
NEO Base Salary Base Salary
C. Howard Nye $1,285,000 $1,285,000
James A. J. Nickolas $ 700,000 $ 638,000
Roselyn R. Bar $ 700,000 $ 648,000
Robert J. Cardin $ 433,675 $ 415,000
Michael J. Petro $ 400,000 $ 380,000

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