Page 63 - Proxy Statement - 2020

Grants of Plan-Based Awards / Executive Compensation

Grants of Plan-Based Awards

The table below shows each grant of an award made to a named executive officer in the fiscal year ended December 31, 2019. This
includes equity awards made to the named executive officers under the Stock Plan and the Incentive Stock Plan.

GRANTS OF PLAN-BASED AWARDS TABLE

All Other
Stock
Estimated Future Payouts Estimated Future Payouts Awards: Grant Date
Under Non-Equity Incentive Under Equity Incentive Number Fair Value
Plan Awards Plan Awards of Shares of Stock
of Stock and
Grant Threshold Target Maximum Threshold Target Maximum or Units Option
Name Date ($) ($) ($) (#) (#) (#) (#) Awards 4
(a) (b) (c) (d) (e) (f) (g) (h) (i) (l)
C. Howard Nye 2/19/20 1 742,084 3,750,000 3,586 18,122 927,591
2/20/19 2 5,270 13,175 31,620 2,668,596
2/20/19 3 11,318 2,176,112
James A. J. Nickolas 2/19/20 1 311,380 6,000,000 377 7,249 97,519
2/20/19 2 1,053 2,632 6,317 533,112
2/20/19 3 2,261 434,722
Roselyn R. Bar 2/19/20 1 316,634 5,250,000 656 10,873 169,688
2/20/19 2 1,143 2,857 6,857 578,685
2/20/19 3 2,455 472,023
Craig M. LaTorre 2/19/20 1 255,500 6,000,000 309 7,249 79,929
2/20/19 2 417 1,042 2,501 211,057
2/20/19 3 2,188 420,687
Daniel L. Grant 2/19/20 1 220,874 6,000,000 267 7,249 69,065
2/20/19 2 591 1,477 3,545 299,166
2/20/19 3 1,269 243,991
1 The amounts shown in this row reflect the annual bonus that could have been earned in 2019, payable in 2020, pursuant to the Executive Cash
Incentive Plan. For each named executive officer, the amounts shown in columns (d) and (e) reflect the portion of the annual bonus that would have
been paid in cash if, respectively, target and maximum performance was achieved for the year (i.e., after reduction for the total portion that would be
deferred pursuant to the Incentive Stock Plan pursuant to both mandatory and voluntary deferrals). The amounts shown in columns (g) and (h) reflect
the portion of the annual bonus that would have been deferred pursuant to the Incentive Stock Plan if, respectively, target and maximum performance
was achieved for the year, inclusive of the 20% discount. Participants in the Incentive Stock Plan for 2019 were approved on May 9, 2019. These
awards are discussed under the heading “Annual Incentive Feature: Performance-Based Stock Purchase Plan” on page 48. The actual amounts paid
are reflected in the Summary Compensation Table on page 57.
2 The amounts shown in columns (f), (g) and (h) reflect the threshold, target and maximum, respectively, levels of PSUs payable if the performance
measurements are satisfied in the period 2019-2021. These awards are discussed under the heading “2019 Long-Term Incentive Compensation”on
pages 48 to 50.
3 The amounts shown in column (i) reflect the number of RSUs granted in 2019 to each of the named executive officers pursuant to the Stock Plan.
These awards are discussed under the heading “2019 Long-Term Incentive Compensation” on pages 48 to 50. These awards are also included in
column (e) of the Summary Compensation Table on page 57.
4 The amounts shown in column (l) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. No options
to purchase shares of Martin Marietta’s common stock were granted in 2019.

Stock-based incentive awards have been a significant amendments to the plan designed to more directly tie long-term
component of Martin Marietta’s management compensation. In compensation incentives to Martin Marietta’s performance and
1998, the Board of Directors adopted and Martin Marietta’s enhance flexibility in structuring long-term incentive
shareholders approved the Stock Plan. In 2016, the Board of compensation packages by providing a mix of different types of
Directors and the shareholders approved amendments to the long-term stock-based incentives. In addition, dividend
plan increasing the number of shares of Martin Marietta’s equivalents that would have been paid in cash during the
common stock available for equity awards. They also approved vesting period will be paid only if and when an award vests.

2020 PROXY STATEMENT 59