C. Howard Nye
About C. Howard Nye
C. Howard Nye (age 62) is Chair of the Board (since 2014), President (since 2006), and CEO (since 2010) of Martin Marietta Materials (MLM). He previously served as COO (2006–2009) after ~13 years at Hanson PLC; he holds a BA from Duke and JD from Wake Forest . Under his tenure and the SOAR strategic plans, MLM delivered 2024 revenues of $6.5B (-4% YoY), Adjusted EBITDA of $2.1B (-3% YoY), net margin of 31%, and returned $639M to shareholders . TSR since SOAR 2025 inception (1/1/2021) is 87% vs S&P 500 at 66%, and cumulative TSR since SOAR’s 2010 inception is 551% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Martin Marietta | Chair of the Board | 2014–present | Combined Chair/CEO leadership used to drive portfolio optimization and SOAR execution . |
| Martin Marietta | Chief Executive Officer & Director | 2010–present | Led disciplined M&A/divestitures (~$7B acquisitions, >$3B divestitures over last four years), improved aggregates profitability . |
| Martin Marietta | President | 2006–present | Oversaw commercial/operational excellence and value-over-volume pricing strategy . |
| Martin Marietta | Chief Operating Officer | 2006–2009 | Senior operating leadership prior to CEO transition . |
| Hanson PLC | Various increasing roles | — | Global building materials experience foundational to current portfolio strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| General Dynamics (NYSE: GD) | Director | 2018–present | Public company board experience . |
| Cree, Inc. (now Wolfspeed) | Independent Director | 2015–2018 | Prior public board . |
| U.S. Chamber of Commerce | Director & Executive Committee | — | Policy and governance influence . |
| Industry associations (NSSGA, ARTBA, NC Chamber) | Past Chair | — | Sector leadership credentials . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 1,285,000 | 1,285,000 | 1,285,000 |
| Target annual incentive (% of salary) | — | — | 160% (target $2,056,000) |
| Actual annual incentive cash paid ($) | 2,878,400 | 3,453,842 | 1,942,872 (portion deferred into stock units) |
| Perquisites/other ($) | 37,233 | 37,422 | 39,062 (includes $12,075 401k match, $15,444 life insurance, $10,388 car) |
Notes:
- Base salary has been flat since March 1, 2021 .
- Mr. Nye elected to defer $832,728 of his 2024 bonus into stock units under the Incentive Stock Plan, which are included in “Stock Awards” per SCT methodology .
Performance Compensation
Annual Cash Incentive – 2024 Plan Design and Results
| Weight | Metric | Threshold (0% unless noted) | Target (100%) | Max (230%) | Actual/Status | Payout contribution |
|---|---|---|---|---|---|---|
| 50% | Adjusted Cash Gross Profit | $1.560B (0%) | $2.600B (100%) | $2.790B (230%) | $2.330B (76%) | 76% × 50% weight |
| 30% | SG&A as % of Revenue | 8.00% (0%) | 7.15% (100%) | 6.75% (230%) | 7.02% (104%) | 104% × 30% weight |
| 20% | Safety & Sustainability | Multi-goal rubric | Target incl. water risk assessment | 230% for world-class and expanded indices | Achieved 230% | 230% × 20% weight |
| — | Formulaic subtotal | — | — | — | Weighted average = 115% | 115% |
| — | Individual performance modifier | — | — | ±20% | Applied by Committee | Final payout: 135% of target |
- Mr. Nye’s 2024 actual annual incentive: $2,775,600 (135% of target) .
- Plan has floors if positive net earnings and unreduced dividend; maximum including modifier is 250% of target .
Long-Term Incentives – 2024 Grants and Structure
| Element | 2024 Target mix | Grant detail | Vesting | Performance metrics |
|---|---|---|---|---|
| PSUs | 55% of LTI | $4,262,500 value; 8,106 target units | Cliff at Feb 2027 after 3-year period; up to one-third can “lock-in” annually; final mod by rTSR | 67% Adjusted EBITDA, 33% Sales Growth; rTSR vs S&P 500 ±20% modifier; payout 0–240% pre-TSR; capped at target if 3-yr TSR negative |
| RSUs | 45% of LTI | $3,487,500 value; 6,633 units | Pro-rata annual vesting over 3 years (grant date Feb 23, 2024) | Time-based retention |
PSU outcome for prior cycle:
- 2022–2024 PSU payout certified at 233% of target; Nye received 23,550 shares (target 10,107) based on EBITDA $6.02B vs $5.36B target, Sales Growth 33.14% vs 6.0% target, and rTSR at 70.6th percentile (116.5% modifier applied to total award) .
Total Pay Outcomes (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Pension change ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,285,000 | 7,316,720 | 2,878,400 | 1,266,898 | 37,233 | 12,784,251 |
| 2023 | 1,285,000 | 8,580,337 | 3,453,842 | 5,132,284 | 37,422 | 18,488,885 |
| 2024 | 1,285,000 | 9,295,192 | 1,942,872 | 5,154,637 | 39,062 | 17,716,763 |
- 2024 “Compensation Actually Paid” (pay vs performance) to PEO = $16,189,220; CEO pay ratio 187:1 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 202,412 shares owned; 20,162 deferred/restricted units; total 222,574 (as of Mar 7, 2025) . |
| Ownership concentration | No individual director/NEO owns >1% of shares; directors/execs as a group own 0.69% of outstanding . |
| Pledging/hedging | Company prohibits hedging and pledging by directors/officers; none of Mr. Nye’s shares are pledged . |
| Ownership guidelines | CEO requirement 7× base salary; all executives/directors are in compliance; 50% net retention until met . |
| 2024 vesting realized | 36,735 shares vested for Mr. Nye in 2024 (value $19,915,693) . |
Outstanding/unvested awards at 12/31/2024 (closing price $516.50 used in the company’s table):
- RSUs: 2,756 (lapsed 2/18/2025; $1,423,474), 5,620 (lapsing 2025–2026; $2,902,730), 6,366 (lapsing 2025–2027; $3,288,039) .
- PSU targets outstanding: 10,305 (2025 vest), 8,106 (2026 vest) with market payout values shown at target ($5,322,533; $4,186,749) .
- Incentive Stock Plan units: 3,373 vesting 12/1/2026 ($1,742,155) .
These scheduled RSU/PSU settlements in 2025–2027 can create mechanical supply, though policies restrict hedging/pledging and ownership guidelines promote retention .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment contract | None; no guaranteed employment . |
| Change-of-control (CoC) | Double-trigger Employment Protection Agreement: cash severance equals 3× (base salary + “annual bonus” as defined + company DC match), pro-rata target bonus in year of termination (Mr. Nye’s CoC target defined at 140%), 3 years of benefits continuation, +3 years pension service credit; equity vests on CoC termination at ≥target or actual performance; 2018 amendments eliminated 280G gross-ups, “walk-right,” and single-trigger equity vesting . |
| CoC illustrative values (12/31/2024) | Cash severance $18,658,200; unvested RSUs $7,801,989; ISP units $1,752,476; PSUs $15,579,224; retirement plans incremental $16,473,613; health/welfare $58,476 . |
| Clawbacks | Mandatory SEC/NYSE-compliant clawback (2023) plus 2018 misconduct-based policy; no clawback actions in 2024 . |
| Perquisites | Company-leased car (taxed imputed income); company aircraft for business only; no country club/financial planning perks . |
| Deferred comp | Incentive Stock Plan allows voluntary deferral of up to 50% of bonus into stock units at 20% discount; 3-year vest; Mr. Nye deferred $832,728 of 2024 bonus into units . |
| Pension/SERP | Present value: Pension Plan $960,791; SERP $25,527,692; credited service 18.417 years; eligible for early retirement subsidies; not eligible for retiree medical . |
Board Governance (Nye as Director/Chair)
- Role: Combined Chair and CEO; only management member on the Board; chairs Executive Committee (which met 0 times in 2024) .
- Independence: 9 of 10 directors are independent; Nye is non-independent .
- Lead Independent Director: John J. Koraleski; robust responsibilities include presiding executive sessions (held at every regular meeting in 2024), agenda-setting, shareholder engagement .
- Board attendance: 100% director and committee meeting attendance in 2024; all directors attended the 2024 annual meeting .
- Rationale for combined Chair/CEO structure: Board cites Nye’s industry/strategic experience, M&A execution, investor engagement, and strong independent director oversight .
Note: As an employee director, Nye receives no separate director compensation .
Compensation Structure Analysis (alignment and risk signals)
- Strong at-risk mix: ~90% of CEO pay is performance-based; PSUs 55% of LTI; RSUs 45%; options not used since 2015 .
- Clear metrics/targets: Annual plan shifted to formulaic design; disclosure includes threshold/target/maximum; 2024 payout 135% driven by SG&A discipline and EHS/ESG goals amid below-target Adjusted Cash Gross Profit .
- Long-term rigor: PSUs tied to 3-year Adjusted EBITDA and Sales Growth with rTSR modifier; negative 3-year TSR cap at target .
- Shareholder support: 2024 Say-on-Pay approval at 95% .
- Governance hygiene: No 280G gross-ups; eliminated single-trigger vesting; anti-hedging/pledging; robust stock ownership guidelines; clawbacks in place .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 95% approval at 2024 annual meeting .
- Engagement-driven changes: Formulaic STI, disclosure of threshold/maximums, elimination of excise tax gross-ups/walk-right, double-trigger equity vesting .
Equity Ownership & Vesting Schedules (detail)
| Instrument | Quantity | Vesting dates | Market value basis |
|---|---|---|---|
| RSUs (various grants) | 2,756; 5,620; 6,366 | 2/18/2025; ratably 2025–2026; ratably 2025–2027 | $1,423,474; $2,902,730; $3,288,039 at $516.50 |
| PSUs (target) | 10,305 (2025); 8,106 (2026) | Generally vest at 12/31/2025 and 12/31/2026 subject to performance | $5,322,533; $4,186,749 at $516.50 (target basis) |
| Incentive Stock Plan units | 3,373 | 12/1/2026 | $1,742,155 at $516.50 |
2024 realized vesting: 36,735 shares acquired on vesting, value $19,915,693 .
Employment & Contracts (retention/transition)
- No employment agreement; retention levers include multi-year unvested equity, ownership guidelines, and significant SERP accruals .
- CoC economics are sizable (see above), with double-trigger required and governance-friendly features (no gross-ups, no single-trigger) .
Performance & Track Record
| Measure | Data point |
|---|---|
| 2024 financials | Revenues $6.5B (-4% YoY); Net earnings from continuing ops $2.0B (+66% YoY, includes $976M gain); Adjusted EBITDA $2.1B (-3% YoY); Net margin 31%; Adjusted EBITDA margin 32% (+20 bps) . |
| Capital returns | $639M returned (dividends + buybacks; +7% dividend increase in Aug 2024) . |
| Portfolio actions | ~ $4B acquisitions and >$2B divestitures in 2024; ~$7B acquisitions and >$3B divestitures since SOAR 2025 adoption . |
| Safety | World-class LTIR (0.129) and TIIR (0.650) in 2024 . |
| TSR | +87% since 1/1/2021 (SOAR 2025 start) vs S&P 500 +66%; +551% since 2010 SOAR inception . |
Board Governance (Committees) – for context
- Nye chairs Executive Committee; other committees (Audit; Management Development & Compensation; Nominating & Corporate Governance; Finance; Ethics, Environment, Safety & Health) are fully independent and chaired by independent directors .
Risk Indicators & Red Flags
- Combined Chair/CEO can raise independence concerns; mitigants include 90% independent board, strong Lead Independent Director, frequent executive sessions, 100% attendance .
- Large CoC payout potential could be investor-sensitive but is double-trigger and gross-up-free .
- No related-party transactions since Jan 1, 2024 .
- Anti-hedging/pledging policy reduces misalignment risk; no pledging disclosed .
- No option repricing; options not granted since 2015 .
Compensation Peer Group (for benchmarking)
Albemarle; Carlisle; Celanese; CF Industries; Commercial Metals; Dover; Eastman Chemical; FMC; Fortune Brands Innovations; Lennox; Masco; Newmont; Old Dominion Freight Line; Owens Corning; RPM; Vulcan Materials; Westlake .
- Target positioning: around size-adjusted 50th percentile; actual pay varies by performance/tenure/responsibilities .
Say-on-Pay & Director Governance
- 2024 Say-on-Pay support: 95% .
- Directors meet equity ownership requirement (5× retainer) and must defer at least 50% of RSUs until retirement; Nye receives no separate director pay .
Investment Implications
- Alignment: High at-risk mix (PSUs/RSUs), robust ownership rules, anti-hedging/pledging, and formulaic STI with EHS/ESG link indicate strong pay-performance alignment and culture of safety/sustainability .
- Retention: Significant unvested equity through 2027 and large SERP accruals reduce near-term departure risk; however, CoC payouts are substantial, which could be a takeover consideration .
- Selling pressure: 2025–2027 scheduled RSU/PSU settlements (plus 2024 vesting realized) can create episodic supply, though retention/ownership policies offset near-term disposal incentives .
- Governance: Combined Chair/CEO warrants monitoring; presence of strong Lead Independent Director, full committee independence, and 100% attendance are mitigating factors; Say-on-Pay support remains strong .
Key callouts: CEO target bonus 160% (actual 135% in 2024), LTI 600% of base with 55% PSUs/45% RSUs, 2022–2024 PSU cycle paid 233%, no employment contract, double-trigger CoC with 3× cash multiple and no tax gross-ups, 7× salary stock ownership guideline, and no hedging/pledging.