Page 56 - Proxy Statement - 2020

Compensation Discussion and Analysis / Compensation Decision Process

operates pursuant to a written charter, a copy of which can be • Review and comment on proxy disclosure items, including
viewed on Martin Marietta’s website at ir.martinmarietta.com/ this CD&A.
corporate-governance.
• Advise the Committee on management’s pay
recommendations.
The performance of the CEO and each other executive officer is
reviewed regularly by the Committee. Based on this review, the
Based on these activities, the compensation consultant makes
Committee sets compensation for all executive officers.
recommendations regarding, and proposes adjustments to, our
Compensation decisions with respect to the executive officers
executive officer compensation program as it deems appropriate.
other than the CEO are based in part on recommendations by
While the consultant works closely with the appropriate members
the CEO, with input from the Senior Vice President and Chief
of our executive management team in performing these activities,
Human Resources Officer, with respect to salary adjustments
the consultant reports directly to and is retained by the Committee
and annual cash and equity awards. The Committee can accept,
on all executive compensation matters, and speaks to the
reject or modify any recommended adjustments or awards to
Committee and the Chair of the Committee on a regular basis
executive officers. For the CEO, the Committee sets the levels of
without management present.
annual adjustments and awards based on the criteria it deems to
be appropriate under the circumstances with input from the Role of Peer Companies and Competitive Market Data
independent compensation consultant. There are no The Committee considered peer groups for two elements of the
employment agreements between Martin Marietta and any executive compensation program in 2019: the Compensation
executive officer of Martin Marietta, including the CEO. Peer Group, consisting of 15 companies that the Committee
believes compete with us for talent, and the TSR Peer Group,
Role of the Independent Compensation Consultant
consisting of the S&P 500, which the Committee believes
The Committee retained Mercer, an independent compensation
compete with us for investors and is used to assess the
consultant, in accordance with the Committee’s charter. The
achievement of rTSR measured for the PSU awards.
consultant reports directly to the Committee. The Committee
retains sole authority to hire or terminate the consultant, approve Annually, the Committee studies competitive total compensation
its compensation, determine the nature and scope of services, and market data provided by its independent compensation
evaluate performance. The compensation consultant attends consultant. To assess competitive pay levels, the Committee
Committee meetings, either in person or by telephone, as reviews and approves the composition of our Compensation
requested, and communicates with the Committee Chair between Peer Group. The following peer group criteria are considered:
meetings. The Committee makes all final decisions.
• Company size (approximately 0.4 times to 2.5 times Martin
Marietta’s annual revenues);
The compensation consultant’s specific roles include, but are not
limited to, the following: • Company market cap;
• Advise the Committee on executive compensation trends • Companies in similar industries based on GICS code
and regulatory developments and other factors affecting classifications;
executive officer compensation, as well as any other areas
• Direct competitors for business and management talent
of concern or risk.
that are publicly-traded in the United States;
• Provide a total compensation assessment for executives
• Companies covered by the investment analysts that track
compared to peer companies and recommendations for
Martin Marietta; and
executive pay.
• Companies that include Martin Marietta in their
• Serve as a resource to the Committee Chair for meeting
compensation peer group.
agendas and supporting materials in advance of each
meeting.
The following companies comprised our Compensation Peer Group for 2019 base salary and long-term incentive pay decisions:

Albemarle Corporation Louisiana-Pacific Corporation Owens Corning Vulcan Materials Company
Eagle Materials, Inc. Masco Corporation Stanley Black & Decker, Inc. Westlake Chemical Corporation
FMC Corporation The Mosaic Company Summit Materials, Inc. Weyerhauser
Fortune Brands Home & Security Nucor Corporation USG Corp.

The Committee studies competitive total compensation data Committee also took into consideration published independent
from various sources, including proxy statements of the peer compensation surveys of companies with revenue in the range
group. Since proxy statements do not provide precise of $2.5 billion to $8.0 billion as to median levels for each
comparisons by position to our executive officers, in 2019 the executive officer as well as private compensation survey

52 2020 PROXY STATEMENT