Page 33 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE MATTERS / CORPORATE GOVERNANCE PHILOSOPHY

2020 to report award and vesting transactions under the Stock Plan and, as applicable, shares withheld for taxes; (2) eight
quarterly dividend reinvestments in 2018 and 2019 relating to 86.861 shares in the aggregate that should have been
previously reported on two Form 5s were inadvertently reported late by Mr. Grant; (3) 21 quarterly dividend reinvestments
in 2015, 2016, 2017, 2018, 2019 and 2020 relating to 159.687 shares in the aggregate that should have been previously
reported on Form 4 or 5 and were inadvertently reported late by Mr. Zelnak; and (4) three sales in 2020 relating to
18,234.687 shares in the aggregate that should have been previously reported on Form 4 were inadvertently reported late
by Mr. Zelnak.

Corporate Governance Matters

Corporate Governance Philosophy
Martin Marietta has a culture dedicated to ethical business behavior and responsible corporate activity, which we believe
promotes the long-term interests of shareholders. This commitment is reflected in our Corporate Governance Guidelines,
posted and available for public viewing on Martin Marietta’s website at https://ir.martinmarietta.com/corporate-
governance/governance-documents-and-charters, which set forth a flexible framework within which the Board, assisted by
its Committees, directs the affairs of Martin Marietta. The Guidelines address, among other things, the composition and
functions of the Board of Directors, director qualifications and independence, Chief Executive Officer performance
evaluation and management succession, Board Committees and the selection of new Directors.

Martin Marietta’s Code of Ethical Business Conduct has been in place since the 1980s and is regularly updated. It applies
to all Board members, officers, and employees, providing our policies and expectations on a number of topics, including
our commitment to good citizenship, promoting a positive and safe work environment, avoiding conflicts of interest,
honoring the confidentiality of sensitive information, preservation and use of Company assets, compliance with all laws,
and operating with integrity in all that we do. To implement the Code of Ethical Business Conduct, Board members,
officers, and employees participate regularly in ethics training. There have been no waivers from any provisions of our
Code of Ethical Business Conduct to any Board member or executive officer.

In addition, the Board believes that accountability to shareholders is a hallmark of good governance and critical to Martin
Marietta’s success. To that end, management regularly engages with shareholders on a variety of topics throughout the
year, including sustainability and governance, to ensure we are addressing their questions, thoughts and concerns, to seek
input and to provide perspective on Company policies and practices. Feedback received during these discussions is shared
with the Board and directly impacts deliberations on material topics. See discussion of our shareholder outreach on
pages 6, 38 and 40.

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