Page 80 - Martin Marietta - 2024 Proxy Statement

Executive Compensation

Executive Officer Compensation
The following tables show annual and long-term compensation, for services in all capacities to Martin Marietta, earned by
the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers in
2023, which we refer to collectively in this Proxy Statement as the “named executive officers” or “NEOs.” These tables
and the accompanying narratives should be read in conjunction with the Compensation Discussion and Analysis section of
this Proxy Statement, which provides a detailed overview of the methods used by Martin Marietta to compensate its
officers, including the named executive officers.

Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of the named executive officers for the
fiscal years set forth below. Martin Marietta has not entered into any employment agreements with any of the named
executive officers.

Summary Compensation Table

Change in
Pension Value and
Non-Qualified
Non-Equity Deferred All Other
Name and Bonus Stock Option Incentive Plan Compensation Compensation
Principal Position Year Salary ($) 1 ($) Awards ($) 2 Awards ($) 3 Compensation ($) 4 Earnings ($) 5 ($) 6 Total ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
C. Howard Nye 2023 1,285,000 8,580,337 3,453,842 5,132,284 37,422 18,488,885
Chair, President 2022 1,285,000 7,316,720 2,878,400 1,266,898 37,233 12,784,251
and CEO
2021 1,275,000 8,485,027 2,275,000 2,873,669 30,891 14,939,587
James A. J. Nickolas 2023 680,500 1,252,003 1,701,933 631,870 29,254 4,295,560
Executive Vice President 2022 630,000 1,334,186 803,558 28,594 2,796,338
and CFO
2021 585,833 1,153,505 856,965 258,325 30,742 2,885,370
Roselyn R. Bar 2023 686,750 1,785,893 1,201,160 1,557,787 46,719 5,279,309
Executive Vice President, 2022 642,500 1,639,900 665,000 94,491 38,161 3,080,052
General Counsel and
Corporate Secretary 2021 610,833 1,452,666 751,480 1,014,135 37,398 3,866,512
Robert J. Cardin 7 2023 430,562 593,407 930,218 320,612 33,986 2,308,785
Senior Vice President,
Controller and Chief Accounting
Officer 7
Michael J. Petro 7 2023 396,667 547,180 892,725 165,198 25,676 2,027,446
Senior Vice President,
Strategy and Development

1 The amounts in column (c) reflect the base salary actually paid.
2 The amounts in column (e) reflect the aggregate grant date fair value of awards made in the year reported, determined in accordance with FASB ASC Topic 718 (without
any assumption for early forfeiture), of awards of RSUs and awards of PSUs, which are described in more detail on pages 63-64 under the heading “2023 Long-Term
Incentive Compensation Overview.” The amounts included in the table reflects the value of the units granted, which are subject to forfeiture if the executive does not remain
in the employment of Martin Marietta for the requisite time period (generally three years) or if Martin Marietta does not achieve the performance criteria, where applicable.
The amounts reported include the amounts of cash bonuses deferred in common stock units by each named executive officer pursuant to Martin Marietta’s Incentive Stock
Plan, which is discussed in further detail on page 63 under the heading “Annual Incentive Feature: Stock Purchase Plan”. The amount in column (e) includes PSUs based on
the target level of performance. Assuming the maximum payout under the PSUs granted in 2023, whose payout will be determined in February 2026 based on the
Company’s performance in 2023-2025, the amounts reported above for 2023 would be as follows: Mr. Nye, $9,712,999; Mr. Nickolas, $1,712,616; Ms. Bar, $1,738,066;
Mr. Cardin, $811,538; and Mr. Petro, $748,387. Assumptions used in the calculation of these amounts are included in Note K to Martin Marietta’s audited financial
statements for the fiscal year ended December 31, 2023, included in Martin Marietta’s Annual Report on Form 10-K filed with the SEC on February 23, 2024. The amounts
of cash bonus deferred in 2023 for each named executive officer are included in column (e) as follows: Mr. Nye, $1,480,558; Mr. Nickolas, $0; Ms. Bar, $515,320;
Mr. Cardin, $0; and Mr. Petro, $0.
3 The Company does not issue SARs and has not granted any stock options since 2015. The Stock Plan prohibits share recycling for stock options or SARs.
4 The amounts in column (g) for 2023 reflect the cash paid to the named individuals earned in 2023 and paid in 2024 under annual incentive arrangements discussed in
further detail beginning on page 60 under the headings “2023 Annual Cash Incentive Goals and Results” and “2023 Actual Incentive Cash Earned,” and not deferred
pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 63 under the heading “Annual Incentive Feature: Stock Purchase Plan.”

74 2024 PROXY STATEMENT