Page 59 - Proxy Statement - 2020

Our Use of Independent Compensation Consultants / Compensation Discussion and Analysis

Mercer and its Marsh & McLennan affiliates as those services are in the Committee’s discretion in special circumstances, which
approved by management in the normal course of business. may include hiring, retention or acquisition transactions.
We have been advised by Mercer that the reporting relationship In addition, our existing stock award plan prohibits repricing of
and compensation of the individual Mercer consultants who stock options or paying cash for underwater stock options.
perform executive compensation consulting services for our
Committee is separate from, and is not determined by reference Perquisites
to, Mercer’s or Marsh & McLennan’s other lines of business or
their other work for us. The Committee considered these Martin Marietta provides executives with perquisites that the
separate reporting relationships and compensation structures, Committee believes are appropriate, reasonable and consistent
the provision of other services to the Company by Mercer and with its overall compensation program to better enable Martin
Marsh & McLennan, and the absence of any business or Marietta to attract and retain superior employees for key
personal relationship between our officers and Directors and the positions. The Committee periodically reviews the types and
specific Mercer consultants advising the Company (other than levels of perquisites provided to the NEOs. The value of each of
the consulting relationship with the Committee). The Committee the NEO’s perquisites, determined in accordance with SEC rules,
also considered Mercer’s Global Business Standards intended to is included in the annual compensation set forth in the Summary
address potential conflicts of interests with respect to their Compensation Table.
executive compensation consulting services and the other factors
In 2019, we provided personal use of leased automobiles to NEOs.
required to be considered by applicable SEC and NYSE rules in
We pay for the insurance, maintenance and fuel for such vehicles,
approving the Committee’s engagement of Mercer for 2019.
and the value of personal mileage and use is charged to the NEO
Based on this review, the Committee did not identify that
as imputed income. We make the company-owned aircraft
Mercer had any conflicts of interest that would prevent Mercer
available to the CEO and other senior executives for business travel.
from independently advising the Committee.
If the NEO is accompanied by his or her spouse on such trips, that
The Committee has considered and assessed all relevant factors, use is included in the NEO’s taxable income for the year and the
including but not limited to those set forth in Rule 10C-1(b)(4)(i) incremental cost, if any, is included as “All Other Compensation”
through (vi) under the Securities Exchange Act of 1934, that in the Summary Compensation Table required to be included in
could give rise to a potential conflict of interest with respect to our proxy statement for that year.
the individual independent compensation consultants that
Martin Marietta also provides to executive officers, as well as
provided services in 2019. Based on this review, there are no
conflicts of interest raised by the work performed by Mercer. most other salaried employees, certain other fringe benefits such
as tuition reimbursement, airline club dues, professional society
dues, and food and recreational fees incidental to official
Practice Regarding Timing of Equity company functions. We do not provide other perquisites, such
Grants as country club memberships or financial planning services, to
the NEOs or other employees.
The stock purchase awards under our Incentive Stock Plan and the
PSUs and RSUs awarded under our LTI program, each as described
above, were granted in 2019 at the Committee’s regularly Retirement and Other Benefits
scheduled meetings in February following the availability of
In order to maintain market competitive levels of compensation,
financial results for the prior year. Newly hired executive officers
we provide retirement and other benefits to the NEOs and other
may, subject to the discretion of the Committee, receive an award
employees, including:
of RSUs as of the date of their hire. The number of such RSUs is
based on the NYSE closing price of Martin Marietta’s common • Medical and dental benefits
stock on the date of the grant or the first date of employment, • Life, accidental death and disability insurance
whichever is later. The Committee’s schedule is determined several
• Pension and savings plans
months in advance and the proximity of any awards to earnings
announcements or other market events is coincidental.
The benefits under the defined benefit pension plan are more
valuable for employees who remain with Martin Marietta for
Our practice with regard to the timing of equity grants is:
longer periods, thereby furthering our objectives of retaining
• No equity award may be backdated. A future date may be
individuals with more expertise in relevant areas and who can also
used if, among other reasons, the Committee’s action
participate in management development for purposes of executive
occurs in connection with a new employee who has not yet
succession planning. All of Martin Marietta’s salaried employees in
commenced employment.
the United States are eligible to participate in our retirement and
• Proposed equity awards are presented to the Committee in other plans, and the NEOs participate in the plans on the same
February of each year. Off-cycle awards may be considered terms as Martin Marietta’s other salaried employees.

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