Robert J. Cardin
Senior Vice President, Controller and Chief Accounting Officer at MLM
Executive
About Robert J. Cardin
Robert J. Cardin, age 61, is Senior Vice President, Controller and Chief Accounting Officer at Martin Marietta Materials (MLM), a role he has held since 2019 . Education details are not disclosed in filings. He serves within a company that reported 2024 revenues of $6.5B (-4% YoY), net earnings from continuing operations of $2.0B (+66% YoY, including a $976M after-tax gain on a divestiture), and consolidated Adjusted EBITDA of $2.066B; management highlights TSR of 87% since the start of SOAR 2025 (Jan 1, 2021), supporting a pay-for-performance framework across executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Martin Marietta Materials | Senior Vice President, Controller & Chief Accounting Officer | 2019–present | Leads controllership and accounting oversight supporting disciplined portfolio management and execution of SOAR 2025 |
No additional prior roles are disclosed in the last five years for Cardin in the 10-K executive officer section .
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed in filings . |
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary (paid) | 430,562 | 449,034 |
| Stock Awards (RSUs/PSUs grant-date value) | 593,407 | 987,548 |
| Non-Equity Incentive (annual cash bonus paid) | 930,218 | 545,638 |
| Change in Pension Value | 320,612 | 433,807 |
| All Other Compensation | 33,986 | 36,027 |
| Total | 2,308,785 | 2,452,054 |
- 2024 base salary rate approved at $452,106 (salary paid reflects timing) .
- 2024 “All Other” for Cardin includes: 401(k) match $12,075, life insurance $4,936, personal auto program $19,016 .
Performance Compensation
2024 Annual Incentive Plan (AIP) structure and outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Cash Gross Profit | 50% | $1.560B (0%) | $2.600B (100%) | $2.790B (230%) | $2.330B | 76% |
| SG&A as % of Revenue | 30% | 8.00% (0%) | 7.15% (100%) | 6.75% (230%) | 7.02% | 104% |
| Safety & Sustainability | 20% | Defined tasks; 1 world-class metric & water risk assessment (100%) | Target set | Continuous improvement + Scope 2 reductions (230%) | Achieved world-class LTIR & TIIR, expanded ESG submissions, water risk and renewable energy progress | 230% |
| Total formulaic award | — | — | — | — | — | 115% |
- Individual performance modifier allowed ±20%; actual payouts to all NEOs (including Cardin) were 135% of target for 2024 .
- Stock Purchase Plan (optional deferral): Executives may convert up to 50% of AIP into share units at a 20% discount; units vest in 3 years and settle in stock (forfeiture if voluntary departure before vest) .
2024 Long-Term Incentive (LTI) design and awards
| Element | Weight | Mechanics | Cardin’s 2024 Grant |
|---|---|---|---|
| PSUs | 55% | 3-year cliff vest, earned based on cumulative Adjusted EBITDA (67%) and Sales Growth (33%) with +/-20% rTSR modifier vs S&P 500; 0–200% payout capped at target if 3-year TSR is negative | 946 target PSUs |
| RSUs | 45% | Time-based, vest in equal annual installments over 3 years (Feb 23, 2024 grant) | 774 RSUs |
- 2022–2024 PSU cycle (certified Feb 18, 2025): Company achieved 233% of target driven by Adjusted EBITDA above plan, strong Sales Growth, and rTSR at 70.6th percentile; Cardin received 2,165 shares on 929 target units .
Upcoming vesting schedule (insider supply considerations)
| Award Type | Units | Vesting Dates |
|---|---|---|
| RSUs (2019/2020 cycles) | 253 | Restrictions lapsed Feb 18, 2025 |
| RSUs (2023 cycle) | 470 | Pro-rata lapses Feb 24, 2025 & Feb 24, 2026 |
| RSUs (2024 cycle) | 774 | Pro-rata lapses Feb 23, 2025, Feb 23, 2026, Feb 23, 2027 |
| PSUs (2023 cycle – target) | 861 | Performance vest Dec 31, 2025 (subject to rTSR modifier) |
| PSUs (2024 cycle – target) | 946 | Performance vest Dec 31, 2026 (subject to rTSR modifier) |
Equity Ownership & Alignment
| Ownership Category | Quantity |
|---|---|
| Shares owned directly | 6,683 |
| Deferred/Restricted Units (RSUs/stock units) | 1,546 |
| Total beneficial ownership | 8,229 |
| Shares pledged as collateral | None |
- Stock ownership guidelines: 5x base salary for executive officers; all executives are in compliance .
- Anti-hedging/anti-pledging: Hedging and pledging of MLM stock are prohibited for directors and executive officers .
- No stock options outstanding; company has not granted options since 2015 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment contracts | None for NEOs; employment at will |
| Severance/change-of-control (Employment Protection Agreements) | Double-trigger required (termination without cause or for good reason within 2 years post-CoC); lump sum 3x (base salary + annual bonus + DC plan match), 3 years of benefits continuation; retirement service credit enhancements; equity acceleration requires termination in connection with CoC (no single-trigger) |
| Tax gross-ups | Excise tax gross-ups eliminated in 2018 amendments; walk-right removed; perks excluded from severance calculation |
| Clawbacks | Mandatory clawback aligned with SEC/NYSE rules (error-based restatements); standalone misconduct clawback since 2018 |
Potential incremental value to Cardin upon termination (12/31/2024 assumptions)
| Scenario Component | Change-of-Control |
|---|---|
| Cash severance | $4,146,654 |
| Unvested RSUs (intrinsic value) | $778,286 |
| PSUs (intrinsic value) | $1,461,244 |
| Retirement plan incremental value | $2,389,094 |
| Health & welfare benefits (PV) | $67,503 |
- Pension/SERP: Credited service 5.833 years; present value of Pension Plan $298,648 and SERP $979,145 at year-end; early retirement eligibility (age ≥55, ≥5 years) applies .
Investment Implications
- Alignment: High equity-at-risk via PSUs/RSUs; strong pay-for-performance evidenced by 233% PSU payout for 2022–2024 and AIP tied to profitability, cost discipline, and EHS metrics . Anti-hedging/anti-pledging and robust clawbacks enhance alignment and governance quality .
- Near-term supply dynamics: Multiple RSU tranches vesting in 2025–2026 plus PSU cliffs in 2025–2026 could add insider selling pressure around vest dates; monitor Form 4s near February and year-end measurement dates .
- Retention risk: Moderated by competitive severance/change-of-control protections and meaningful unvested equity; no employment contracts but SERP/pension benefits and ongoing LTI cycles support continuity .
- Pay moderation: 2024 AIP paid at 135% of target despite ACGP below target, reflecting strong SG&A control and EHS performance; continued emphasis on Adjusted EBITDA and Sales Growth in PSUs ties payouts to enterprise value creation .
- Shareholder sentiment: Say-on-pay approval of 95% in 2024 underscores investor support for the compensation framework; peer group and target pay at median indicate restrained benchmarking practices .