Page 48 - Proxy Statement - 2020

Compensation Discussion and Analysis / 2019 Named Executive Officers’ Compensation – Our Compensation Strategy

The following table summarizes the key elements of our 2019 executive compensation program:

Element Primary Purpose Key Characteristics
Base Salary To compensate the executive fairly and Fixed compensation that is reviewed annually.
competitively for the responsibility level of the
position.

Annual Performance- To motivate and reward organizational and Variable compensation component; based on
Based Incentive Awards individual achievement of annual, Company and pre-established Company and individual
individual objectives. performance goals.

Incentive Stock Plan To ensure executives invest certain levels of their To promote sustainable performance results, a
annual incentive compensation into Martin portion of each NEO’s annual cash incentive
Marietta stock units. compensation (35% for the CEO and 20% for
the other NEOs) is automatically converted into
common stock units. NEOs may elect to convert
up to 50% of their annual cash incentive
compensation into common stock units.
Long-Term To align executives with shareholder interests, to Variable compensation component. Reviewed
Incentive Awards reinforce long-term value creation, and to and granted annually. Program splits long-term
provide a balanced portfolio of long-term incentives for NEOs at 55% PSUs and 45% RSUs.
incentive opportunities.
Performance Share Units To motivate executives by tying incentives to our Grants based on three-year adjusted EBITDA and
(PSUs) multi-year financial goals and relative TSR Sales Growth goals, with a modifier based on
reinforcing the link between our executive TSR performance relative to peers.
officers and our shareholders.

Performance-Based To motivate the appropriate behaviors delivering Stock price growth. Awards are subject to
Restricted Stock Units superior long-term total shareholder return. achievement of one-year adjusted EBITDA goals.
(RSUs)
Health/Welfare Plan and To provide competitive benefits promoting Fixed compensation component.
Retirement Benefits employee health and productivity and support
financial security.

Perquisites and To provide limited business-related benefits, Fixed compensation component.
Other Benefits where appropriate, and to assist in attracting
and retaining executive officers.
Change-in-Control To provide continuity of management and bridge Fixed compensation component; only paid in the
Protection future employment if terminated following a event the executive’s employment is terminated
change in control. other than for “cause” or for “good reason”, in
either case, in connection with a change in
control.

44 2020 PROXY STATEMENT