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MARTIN MARIETTA MATERIALS INC

For the period ended May 15, 2025. Filed Apr 15, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 15, 2025

MLM$518.15-1.8%Stored close · as of Nov 6, 2026
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Contents

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal years set forth below. Martin Marietta has not entered into any employment agreements with any of the named executive officers.

Summary Compensation Table

Name and Principal Position · Year · Salary ($)1 · Bonus($) · StockAwards ($)2 · OptionAwards ($)3 · Non-EquityIncentive PlanCompensation ($)4 · Change inPension Value andNon-QualifiedDeferredCompensationEarnings ($)5 · All OtherCompensation($)6 · Total ($)
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) · (j)
C. Howard Nye Chair, President and CEO20241,285,0009,295,1921,942,8725,154,63739,06217,716,763
20231,285,0008,580,3373,453,8425,132,28437,42218,488,885
20221,285,0007,316,7202,878,4001,266,89837,23312,784,251
James A. J. Nickolas Executive Vice President and CFO2024713,3872,033,656963,132631,07932,2344,373,488
2023680,5001,252,0031,701,933631,87029,2544,295,560
2022630,0001,334,186803,55828,5942,796,338
Roselyn R. Bar Executive Vice President, General Counsel and Corporate Secretary2024713,3872,322,858673,9301,580,91854,0715,345,164
2023686,7501,785,8931,202,1601,557,78746,7195,279,309
2022642,5001,639,900665,00094,49138,1613,080,052
Robert J. Cardin7 Senior Vice President, Controller and Chief Accounting Officer72024449,034987,548545,638433,80736,0272,452,054
2023430,562593,407930,218320,61233,9862,308,785
Michael J. Petro7 Senior Vice President, Strategy and Development2024414,167911,193503,269185,08225,4102,039,121
2023396,667547,180892,725165,19825,6762,027,446
1The amounts in column (c) reflect the base salary actually paid.
2The amounts in column (e) reflect the aggregate grant date fair value of awards made in the year reported, determined in accordance with FASB ASC Topic 718 (without any assumption for early forfeiture), of awards of RSUs and awards of PSUs, which are described in more detail on pages 59-63 under the heading “2024 Long-Term Incentive Compensation Overview.” The amounts included in the table reflects the value of the units granted, which are subject to forfeiture if the executive does not remain in the employment of Martin Marietta for the requisite time period (generally three years) or if Martin Marietta does not achieve the performance criteria, where applicable. The amounts reported include the amounts of cash bonuses deferred in common stock units by each named executive officer pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 59 under the heading “Annual Incentive Feature: Stock Purchase Plan”. The amount in column (e) includes PSUs based on the target level of performance. Assuming the maximum payout under the PSUs granted in 2024, whose payout will be determined in February 2027 based on the Company’s performance in 2024-2026, the amounts reported above for 2024 would be as follows: Mr. Nye, $11,575,368; Mr. Nickolas, $2,781,744; Ms. Bar, $2,781,744; Mr. Cardin, $1,350,888; and Mr. Petro, $1,246,644. Assumptions used in the calculation of these amounts are included in Note K to Martin Marietta’s audited financial statements for the fiscal year ended December 31, 2024, included in Martin Marietta’s Annual Report on Form 10-K filed with the SEC on February 21, 2025. The amounts of cash bonus deferred in 2024 for each named executive officer are included in column (e) as follows: Mr. Nye, $832,728; Mr. Nickolas, $0; Ms. Bar, $289,202; Mr. Cardin, $0; and Mr. Petro, $0.
3The Company does not issue SARs and has not granted any stock options since 2015. The Stock Plan prohibits share recycling for stock options or SARs.
4The amounts in column (g) for 2024 reflect the cash paid to the named individuals earned in 2024 and paid in 2025 under annual incentive arrangements discussed in further detail beginning on page 56 under the headings “2024 Annual Cash Incentive Goals and Results” and “2024 Actual Incentive Cash Earned,” and not deferred pursuant to Martin Marietta’s Incentive Stock Plan, which is discussed in further detail on page 59 under the heading “Annual Incentive Feature: Stock Purchase Plan.”

70 2025 PROXY STATEMENT

GRANTS OF PLAN-BASED AWARDS◆ EXECUTIVE COMPENSATION

5The amounts in column (h) reflect the aggregate increase in the actuarial present value of the named executive officer’s accumulated benefits during 2024, 2023 and 2022, respectively, under all defined benefit retirement plans established by Martin Marietta determined using interest rate and mortality rate assumptions consistent with those used in Martin Marietta’s financial statements and include amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested.
6The amount shown in column (i) for 2024 reflects for each named executive officer: matching contributions allocated by Martin Marietta to each of the named executive officers pursuant to the Savings and Investment Plan, which is more fully described on page 74 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye, $12,075; Mr. Nickolas, $12,075; Ms. Bar, $12,075; Mr. Cardin, $12,075, and Mr. Petro, $12,075; the value attributable to life insurance benefits provided to the named executive officers, which is more fully described on page 69 under the heading “Retirement and Other Benefits” in the following amounts: Mr. Nye, $15,444; Mr. Nickolas, $5,382; Ms. Bar, $29,718; Mr. Cardin, $4,936; and Mr. Petro, $685 the value attributable to personal use of leased automobiles provided by Martin Marietta in the following amounts: Mr. Nye, $10,388; Mr. Nickolas, $14,777; Ms. Bar, $12,278; Mr. Cardin, $19,016; and Mr. Petro, $12,650. These values are included as compensation on the W-2 of named executive officers who receive such benefits. Each such named executive officer is responsible for paying income tax on such amount.
7Mr. Cardin and Mr. Petro were not named executive officers for purposes of the Summary Compensation Table in 2022.
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