Page 34 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE PHILOSOPHY / CORPORATE GOVERNANCE MATTERS

The chart below provides a snapshot of Martin Marietta’s governance highlights.

Annual Board,
Majority Committee and
voting for Individual
Directors self-evaluations

Regular executive Code of

sessions of Ethical Business
independent Conduct
Directors

Independent
10 out of 11 audit,
director nominees compensation
are non-employees and governance
and independent Committees

GOVERNANCE HIGHLIGHTS
Executive
compensation Long-standing
driven by pay-for- active shareholder
performance engagement

Risk oversight A confidential
by full Board and ethics hotline
Committees

Independent Lead
chair for key Independent
Committees Director

Corporate Governance Board Practices

Who are Martin Marietta’s independent Directors?
All of Martin Marietta’s Directors are non-employee Directors except Mr. Nye. Mr. Nye neither sits in the executive sessions
of the independent Directors (unless invited to attend for a specific discussion) nor does he participate in any action of the
Board relating to any executive compensation which he may receive.

In assessing the independence of its members and nominees, the Board has adopted for Martin Marietta a set of
Guidelines for Director’s Independence (Guidelines). The Guidelines are posted and available for public viewing on Martin
Marietta’s website at https://ir.martinmarietta.com/corporate-governance/governance-documents-and-charters. These
Guidelines reflect the rules of the NYSE, applicable requirements of the SEC, and other standards determined by the Board
to be important in assessing the independence of Board members. The Board has determined that, other than Mr. Nye, all
members of the Board are “independent” under these Guidelines, resulting in 91% of the Board being independent. The
Board of Directors has determined that no Director (except Mr. Nye), or nominee, or any person or organization with
which the Director or nominee has any affiliation, has a relationship with Martin Marietta that may interfere with his or her
independence from Martin Marietta and its management. In making this “independence” determination, the Board
considered other entities with which the Directors were affiliated and any business Martin Marietta had done with such
entities.

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