Page 76 - Martin Marietta - 2025 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
2024, 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 2024 1,285,000 9,295,192 1,942,872 5,154,637 39,062 17,716,763
Chair, President
2023 1,285,000 8,580,337 3,453,842 5,132,284 37,422 18,488,885
and CEO
2022 1,285,000 7,316,720 2,878,400 1,266,898 37,233 12,784,251
James A. J. Nickolas 2024 713,387 2,033,656 963,132 631,079 32,234 4,373,488
Executive Vice President
2023 680,500 1,252,003 1,701,933 631,870 29,254 4,295,560
and CFO
2022 630,000 1,334,186 803,558 28,594 2,796,338
Roselyn R. Bar 2024 713,387 2,322,858 673,930 1,580,918 54,071 5,345,164
Executive Vice President,
2023 686,750 1,785,893 1,202,160 1,557,787 46,719 5,279,309
General Counsel and
Corporate Secretary 2022 642,500 1,639,900 665,000 94,491 38,161 3,080,052
Robert J. Cardin 7 2024 449,034 987,548 545,638 433,807 36,027 2,452,054
Senior Vice President,
2023 430,562 593,407 930,218 320,612 33,986 2,308,785
Controller and Chief Accounting
Officer 7
Michael J. Petro 7 2024 414,167 911,193 503,269 185,082 25,410 2,039,121
Senior Vice President,
2023 396,667 547,180 892,725 165,198 25,676 2,027,446
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 59-63 under the heading “2024 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 59 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 2024, whose payout will be determined in February 2027 based on the
Company’s performance in 2024-2026, the amounts reported above for 2024 would be as follows: Mr. Nye, $11,575,368; Mr. Nickolas, $2,781,744; Ms. Bar, $2,781,744;
Mr. Cardin, $1,350,888; and Mr. Petro, $1,246,644. 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, 2024, included in Martin Marietta’s Annual Report on Form 10-K filed with the SEC on February 21, 2025. The amounts
of cash bonus deferred in 2024 for each named executive officer are included in column (e) as follows: Mr. Nye, $832,728; Mr. Nickolas, $0; Ms. Bar, $289,202; 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 2024 reflect the cash paid to the named individuals earned in 2024 and paid in 2025 under annual incentive arrangements discussed in
further detail beginning on page 56 under the headings “2024 Annual Cash Incentive Goals and Results” and “2024 Actual Incentive Cash Earned,” and not deferred
pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 59 under the heading “Annual Incentive Feature: Stock Purchase Plan.”

70 2025 PROXY STATEMENT