Page 64 - Proxy Statement - 2020

Executive Compensation / Grants of Plan-Based Awards

As amended, the Stock Plan authorizes the Management A maximum of 5,800,000 shares of Martin Marietta’s common
Development and Compensation Committee to award stock stock are authorized under the plan for grants to key employees.
options, restricted stock and other stock-based incentive awards Each award under the plan is evidenced by an award agreement
to employees of Martin Marietta for the purpose of attracting, setting forth the number and type of stock-based incentives
motivating, retaining and rewarding talented and experienced subject to the award and such other terms and conditions
employees. Since 2016, Martin Marietta’s long-term applicable to the award as determined by the Committee. No
compensation program consists of a mix of RSUs and PSUs for employee may receive annual grants for more than 300,000
senior level employees and other select employees. shares of common stock with respect to (i) full-value awards or
(ii) stock options or stock appreciation rights.
Vesting of the awards granted in 2019 is based on the
achievement by Martin Marietta of performance measures
described under “2019 Long-Term Incentive Compensation” on
pages 48 to 50.

Outstanding Equity Awards at Fiscal Year-End

The table below shows for each of the named executive officers information with respect to the unexercised stock options (columns (b),
(c), (e), and (f)), stock unit awards (columns (g) and (h)) that have not vested, and equity incentive plan awards (columns (i) and (j))
outstanding on December 31, 2019.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OPTION AWARDS STOCK AWARDS
Equity
Incentive
Plan
Awards:
Market or
Equity Payout
Incentive Plan Value or
Awards: Unearned
Market Number of Shares,
Number of Number of Number Value of Unearned Units or
Securities Securities of Shares Shares or Shares, Units Other
Underlying Underlying or Units of Units of or Other Rights
Unexercised Unexercised Option Stock Stock Rights That That
Options Options Exercise Option That Have That Have Have Have Not
(#) (#) Price Expiration Not Vested Not Vested 1 Not Vested Vested 1
Name Exercisable Unexercisable ($) Date (#) ($) (#) ($)
(a) (b) (c) (e) (f) (g) (h) (i) (j)
C. Howard Nye 10,000 0 69.12 5/24/2020 3,251 2 909,110 11,355 7 3,175,312
5,692 3 1,591,711 9,940 8 2,779,622
11,318 4 3,164,966 13,175 9 3,684,257
5,893 5 1,647,919
6,827 6 1,909,102
James A. J. Nickolas 4,047 10 1,131,703 1,956 8 546,976
1,120 3 313,197 2,632 9 736,012
2,261 4 632,266
735 6 205,535
Roselyn R. Bar 4,513 0 69.12 5/24/2020 935 2 261,463 3,267 7 913,584
4,004 0 108.24 5/23/2023 1,226 3 342,839 2,140 8 598,430
2,455 4 686,516 2,857 9 798,931
935 5 261,463
1,385 6 387,301
Craig M. LaTorre 5,892 11 1,647,639 1,042 9 291,385
2,188 4 611,852
Daniel L. Grant 816 0 121.00 5/22/2024 632 2 176,732 2,210 7 618,004
1,076 0 154.58 5/21/2025 642 3 179,529 1,120 8 313,197
1,217 4 340,322 1,477 9 413,028
502 5 140,379
503 6 140,659
1 Based on the closing price of our common stock as of December 31, 2019 ($279.64).

60 2020 PROXY STATEMENT