Page 47 - Martin Marietta - 2025 Proxy Statement
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Compensation Discussion and Analysis
Introduction ................................. 41 Practice Regarding Timing of Equity Grants ........ 68
Summary of Our Compensation Considerations ..... 42 Perquisites .................................. 68
Responsiveness to Shareholders: Shareholder Retirement and Other Benefits .................. 69
Engagement and Feedback on Executive
Compensation Programs ....................... 42 Potential Payments upon Termination or Change of
Control ..................................... 69
Our 2024 Performance ........................ 43
Tax and Accounting Implications ................. 69
Sustainability, Safety and the Well-Being of Our
Employees .................................. 45
Introduction
Compensation Decisions Yielding Alignment with
Performance and Enhancing Our Corporate This Compensation Discussion and Analysis, or CD&A,
Resilience ................................... 49 describes our executive compensation program and the
attendant oversight provided by the Management
Pay Decisions and Compensation Governance
Practices .................................... 51 Development and Compensation Committee of the Board
of Directors (the Committee). It also summarizes our
Determination of CEO Compensation ............. 52 executive compensation structure and discusses the
2024 Chair, President and CEO Compensation ..... 53 compensation earned by Martin Marietta’s named
executive officers, or NEOs (the CEO, the CFO, and the
2024 Named Executive Officers’ Compensation – Our three other most highly compensated executive officers in
Compensation Strategy ........................ 53 2024), as presented below in the tables under “Executive
Considerations Regarding 2024 Compensation ..... 55 Compensation” following this CD&A, which contain
detailed compensation information quantifying and
2024 Base Salary ............................. 55
further explaining our NEOs’ compensation.
2024 Annual Cash Incentive Goals and Results ..... 56
The Company considers the input of our shareholders along
2024 Actual Incentive Cash Earned ............... 56
with emerging best practices, to ensure alignment of our
Annual Incentive Feature: Stock Purchase Plan ...... 59 executive pay programs with shareholder interests. In 2024,
2024 Long-Term Incentive Compensation we continued to implement changes to our compensation
Overview ................................... 59 program that were adopted in 2023 as a result of our robust
Fall Shareholder Engagement Program, including the use of a
PSU Awards (55% of LTI Award) ................. 60 formulaic short-term incentive program and continuing to
Selection of Relative TSR ....................... 60 disclose threshold and maximum goals in addition to
disclosure of targets with respect to our vested long term
RSU Awards (45% of LTI Award) ................. 61
incentive awards. The Company completed a 2024 Fall
2024-2026 Performance Goals .................. 61 Engagement Program and received feedback that
shareholders generally approved of the Company’s
2022-2024 PSU Award Payouts .................. 62
compensation structure and as a result no major changes
Ongoing Corporate Governance Policies ........... 63 were made in 2024. For 2024, our NEOs were:
Compensation Decision Process ................. 63
NEO Title
Other Compensation Program Features ........... 65 C. Howard Nye Chair of the Board, President and
Compensation Program Risk Assessment .......... 65 Chief Executive Officer
James A. J. Nickolas Executive Vice President and Chief
Stock-Based Awards Generally .................. 66 Financial Officer
Stock Ownership Requirements .................. 66 Roselyn R. Bar Executive Vice President, General
Counsel and Corporate Secretary
Anti-Hedging and Pledging Policy ................ 67
Robert J. Cardin Senior Vice President, Controller
Clawback Policy .............................. 67 and Chief Accounting Officer
Our Use of Independent Compensation Michael J. Petro Senior Vice President, Strategy
Consultants ................................. 67 and Development
MARTIN MARIETTA 41
