Page 37 - Martin Marietta - 2021 Proxy Statement

CORPORATE GOVERNANCE MATTERS / CORPORATE GOVERNANCE PHILOSOPHY

evaluation of our Chief Executive Officer, succession planning and ensuring that executive compensation is appropriate to
meet Martin Marietta’s objectives. That Committee’s assessment of the design features of our executive compensation
program that reduce the risk of excessive risk-taking are discussed in the Compensation Discussion and Analysis on
page 37. The Nominating and Corporate Governance Committee oversees aspects of risk related to the composition of the
Board and its Committees, Board performance and best practices in corporate governance. The Ethics, Environment, Safety
and Health Committee monitors risks for the Company in key areas of Martin Marietta’s sustainability program, including
health, safety, and the environment as well as the Company’s ethics program.

While the Board oversees Martin Marietta’s risk management, the executive officers are responsible for the day-to-day risk
management processes. We believe this division of responsibilities is the most effective approach for addressing the risks
facing our Company and is appropriate whether the positions of Chairman and Chief Executive Officer are separate or
held by the same individual.

How would interested parties make their concerns known to the independent Directors?
The Board of Directors provides a process for shareholders and other interested parties to send communications to the
Board. Shareholders and other interested parties may communicate anonymously and confidentially with the Board
through Martin Marietta’s Ethics Hotline at +1 (800) 209-4508. The Board has also designated the Corporate Secretary to
facilitate communications to the Board. Shareholders and other interested parties may communicate directly with the
Board of Directors, or directly with the independent Directors, or an individual Director, including the Lead Independent
Director, by writing to Martin Marietta, Attn: Corporate Secretary, 4123 Parklake Avenue, Raleigh, North Carolina 27612.

All communications by shareholders or other interested parties addressed to the Board will be sent directly to Board
members. While Martin Marietta’s Ethics Office and the Corporate Secretary may review, sort, and summarize these
communications, all direct communications will be presented to the independent Directors unless there is instruction from
them to filter such communications (and in such event, any communication that has been filtered out will be made
available to any independent Director who wishes to review it).

Martin Marietta and its Board of Directors will continue to review and evaluate the process by which shareholders or other
interested persons communicate with Martin Marietta and the Board and may adopt other or further processes and
procedures in this regard. If so, we will identify those policies and procedures on our website at www.martinmarietta.com.

How often did the Board meet during 2020?
Martin Marietta’s Board of Directors held four regularly scheduled meetings during 2020. There were also a total of 25
Committee meetings in 2020. In addition, management confers frequently with its Directors on an informal basis to
discuss Company affairs.

How many times did Directors attend meetings of the Board and its Committees?
In 2020, all Directors attended 100% of the meetings of the Board of Directors during their term of service on the Board.
All Directors attended at least 75% of the meetings of the Committees of the Board on which they served (during the
periods that they served).

Will the Directors attend the Annual Meeting?
Martin Marietta’s Directors are expected to be available by telephone conference to respond to questions and react to
comments at the Martin Marietta’s Annual Meeting of Shareholders although frequently no Shareholders other than
Directors and Officers attend these meetings. In 2020, all then-current Directors participated by telephone conference the
Annual Meeting in May.
Will the Nominating and Corporate Governance Committee consider any Director candidates recommended by
shareholders?
The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for election
as a Director at an Annual Meeting of Shareholders of Martin Marietta, if the shareholder making such recommendation
complies with the advance notice provisions and other criteria specified in the Bylaws of Martin Marietta. The Bylaws of

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