Roselyn R. Bar
About Roselyn R. Bar
Executive Vice President, General Counsel and Corporate Secretary of Martin Marietta Materials (MLM). Responsibilities include leading Legal, overseeing compliance and securities law matters, serving as Chief Ethics Officer, and overseeing the Sustainability function, with individualized goals tied to these areas in the annual incentive plan . Credited service of 30.5 years indicates deep tenure and institutional knowledge . Company performance under her executive tenure includes resilient 2024 financials ($6.5B revenues, Adjusted EBITDA $2.066B) and strong shareholder returns (SOAR 2025 cumulative TSR ~87% since 1/1/2021), informing pay-for-performance outcomes across annual and PSU programs .
Past Roles
Not disclosed in the latest proxy for executive officers; the document identifies Ms. Bar among the 2024 Named Executive Officers but does not provide prior employment history .
External Roles
No public-director roles disclosed for Ms. Bar in the latest proxy .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $642,500 | $686,750 | $713,387 |
| Stock Awards ($) | $1,639,900 | $1,785,893 | $2,322,858 |
| Non-Equity Incentive Plan Compensation ($) | $665,000 | $1,202,160 | $673,930 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings ($) | $94,491 | $1,557,787 | $1,580,918 |
| All Other Compensation ($) | $38,161 | $46,719 | $54,071 |
| Total ($) | $3,080,052 | $5,279,309 | $5,345,164 |
2024 cash incentive settlement detail:
- Actual annual incentive determined: $963,132; paid as $673,930 cash plus $289,202 voluntarily deferred into common stock units under the Incentive Stock Plan (20% discount mechanism, 3-year vest) .
2024 perquisites and benefits (components of “All Other Compensation”):
- 401(k) matching contributions: $12,075
- Life insurance value: $29,718
- Personal use of leased automobile (imputed income): $12,278
Pension and SERP (present value at 12/31/2024):
- Pension Plan: $1,544,044; SERP: $11,584,482; credited service: 30.500 years
Performance Compensation
2024 annual cash incentive plan – metrics, weightings, targets, actuals, payout:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted Cash Gross Profit ($) | 50% | $1.560B (0%) | $2.600B (100%) | $2.790B (230%) | $2.330B | 76% |
| SG&A as % of Total Revenue | 30% | 8.00% (0%) | 7.15% (100%) | 6.75% (230%) | 7.02% | 104% |
| Safety & Sustainability | 20% | Program activity thresholds (50%) | Target incl. water risk assessment (100%) | Continuous improvement + additional indices (230%) | Achieved 2 world-class metrics; multiple ESG submissions; improvements | 230% |
- Formulaic award percentage computed at 115% before individual performance modifiers; Ms. Bar’s actual annual incentive result equaled 135% of target for NEOs after assessment, yielding $963,132 (see settlement detail above) .
2024 long-term incentive (LTI) grant to Ms. Bar:
| Award Type | Grant Date | Shares Granted | Vesting | Performance Metrics/Weights |
|---|---|---|---|---|
| RSUs | Feb 23, 2024 | 1,594 | Pro rata in 3 annual installments (each anniversary of Feb 23, 2024) | Time-based (retention) |
| PSUs (Target) | Feb 23, 2024 | 1,948 | Cliff after 3-year period ending Dec 31, 2026; payout certified in Feb 2027 | Adj. EBITDA 67%, Sales Growth 33%, rTSR modifier ±20% vs S&P 500; payout range 0–240%, capped at target if 3-year TSR < 0 |
Most recent PSU payout (cycle 2022–2024):
- Company payout factor: 233% of target; rTSR at 70.6th percentile (modifier 116.5% of total award) .
- Ms. Bar 2022 PSU target units and payout: 1,872 target; 4,362 shares paid (certified Feb 18, 2025) .
Equity Ownership & Alignment
Beneficial ownership (as of March 7, 2025):
| Item | Amount |
|---|---|
| Shares owned (beneficial ownership) | 57,470 |
| Deferred and restricted units (stock units + RSUs scheduled to vest within 60 days) | 6,098 (2,896 units; 3,202 RSUs) |
| Total reported (shares + units) | 63,568 |
| Ownership as % of shares outstanding (60,600,290) | ~0.095% (57,470 ÷ 60,600,290) |
| Shares pledged as collateral | None of the shares reported are pledged |
Vested vs unvested and vesting schedule (selected outstanding awards at 12/31/2024):
- RSUs: 510 vested/lapsed Feb 18, 2025; 1,006 vest ratably Feb 24, 2025 & Feb 24, 2026; 1,529 vest ratably Feb 23, 2025, Feb 23, 2026, Feb 23, 2027 .
- Incentive Stock Plan units: 984 units vest Dec 1, 2025; 1,174 units vest Dec 1, 2026 .
- PSUs: 1,872 (2022 grant) vested Dec 31, 2024 and paid Feb 18, 2025 (payout above); 1,844 (2023 grant) scheduled to vest Dec 31, 2025; 1,948 (2024 grant) scheduled to vest Dec 31, 2026 .
Ownership policies:
- Stock ownership guideline for executive officers: 5× base salary; 50% of net shares from equity awards retained until guideline met; all executives and directors are in compliance .
- Anti-hedging and pledging: Directors and executive officers prohibited from hedging or pledging company stock; margin purchases also prohibited .
Employment Terms
Change-of-control economics (Employment Protection Agreement):
- Cash severance: 3× the sum of base salary, highest annual bonus (over last 5 years), and company match to defined contribution plan; pro-rata target bonus for year of termination; 3 years of continued health and welfare benefits; credited with additional 3 years of service in pension; retiree medical per prevailing policy .
- Equity vesting: Future RSU/PSU grants require termination in connection with the change-of-control for accelerated vesting (double trigger); upon change-of-control, performance criteria deemed achieved at greater of target or actual through the date, but acceleration requires termination per 2018 amendments .
- No excise tax gross-ups; “walk-right” eliminated in 2018 amendments; value of perquisites excluded from severance .
Clawbacks:
- Mandatory SEC/NYSE clawback for erroneously paid incentive comp upon accounting restatement (3-year look-back; applies regardless of misconduct) .
- Standalone misconduct clawback (adopted in 2018) allows recovery for fraud, bribery, illegal acts, or misconduct contributing to restatement or reputational harm; no clawbacks triggered in 2024 .
Insider alignment tools:
- Incentive Stock Plan allows executives to defer up to 50% of annual cash incentive into stock units at 20% discount; Ms. Bar deferred $289,202 for 2024 .
Investment Implications
- Pay-for-performance alignment: Annual STI formula with objective financial and EHS metrics yielded 135%-of-target payouts for NEOs; PSUs tied to multi-year EBITDA, sales growth, and rTSR delivered 233% for 2022–2024, consistent with strong TSR and profitability, reinforcing alignment between incentives and enterprise outcomes .
- Retention profile: Significant SERP value ($11.58M) and Pension ($1.54M) plus staggered RSU/PSU schedules create retention hooks; double-trigger equity acceleration and robust clawbacks temper windfall risk in transactions .
- Selling pressure signals: Near-term vesting (3,202 RSUs within 60 days of Mar 7, 2025) and scheduled RSU/ISP unit vestings through 2027 could generate episodic liquidity events; mitigated by 5× salary ownership requirement and 50% net-share retention until compliance .
- Governance and shareholder feedback: Program uses 50th-percentile peer benchmarks, independent consultant, and formal shareholder engagement; 2024 Say-on-Pay approval at 95% indicates investor support for structure and outcomes .