Page 59 - Martin Marietta - 2025 Proxy Statement

2024 CHAIR, PRESIDENT AND CEO COMPENSATION / COMPENSATION DISCUSSION AND ANALYSIS

2024 Chair, President and CEO Compensation
Base Salary and pension eligible compensation. Mr. Nye is not eligible
For 2024, Mr. Nye’s base salary remained at $1,285,000 for retiree health benefits.
(flat since March 1, 2021).
Perquisites
2024 Annual Incentive Mr. Nye received limited executive perquisites. We provide
Mr. Nye’s target annual incentive amount for 2024 was company-leased cars to the NEOs for their use.
$2,056,000 (160% of base salary received for the year). Additionally, we pay for the insurance, maintenance and
His actual annual incentive for 2024 was $2,775,600 or fuel for such vehicles. The value of personal mileage is
135% of target, as determined by the new formulaic charged to the NEO as imputed income. We make the
approach. company-owned aircraft available to the CEO and other
senior executives for business travel only. We do not
2024-2026 Long-Term Incentives provide other perquisites, such as country club
In 2024, Mr. Nye’s target LTI award was 600% of base memberships, to the NEOs. The Committee reviews our
salary. He was granted an LTI award of $7,750,000, which policies and determines whether and to what extent
was allocated 55%, or $4,262,500, in PSUs and 45%, or perquisites should be modified or continued.
$3,487,500, in RSUs. RSUs will vest pro rata over three years,
while the vesting of PSUs will be based upon our results 2024 Target Pay Mix
relative to the three-year performance goals that were We believe that most of the compensation opportunities
established in the beginning of 2024. to our CEO should be variable and the variable elements
of the compensation package should tie to the Company’s
Benefit and Retirement Plans long-term success and the achievement of sustainable
Mr. Nye is eligible for benefit and retirement programs long-term total return to our shareholders. A significant
similar to other employees. None of our executives portion of our CEO’s target compensation is variable and
received additional years of service credits or other forms in the form of LTI, and more than half of total target pay
of formula enhancements under our benefit or retirement is in the form of equity incentives.
plans. Our pension formula is based on years of service

2024 Named Executive Officers’ Compensation – Our Compensation Strategy
Our executive compensation program is specifically designed to:

• Attract and retain top-caliber, knowledgeable and experienced senior executives.
• Motivate our executives to achieve superior results and build long-term value for shareholders.
• Reward performance that meets or exceeds established goals consistent with our strategic aims and upholding
integrity.
• Align individual objectives with the Company’s objectives without fostering excessive or inappropriate risk-taking.
• Encourage an ownership mentality and align the long-term financial interests of our executives with those of our
shareholders.
• Be market competitive with our peers with whom we compete for talent.
• Provide reward systems that are measurable and easily understood by our executives and shareholders.
• Inspire exceptional management and resiliency in times of unexpected and extraordinary circumstances.

• Reinforce the succession planning process undertaken on a company-wide basis by building bench strength and by
identifying and retaining senior leadership capable of achieving the Company’s long-term growth, profitability and other
objectives.

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