Page 9 - Martin Marietta - 2021 Proxy Statement

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Our Board Practices Promote Sustainable Long-Term Shareholder Value

Corporate Governance Highlights

Our Board is accountable to our shareholders Our Board adopted practices that enhance its
effectiveness
• Annual election of directors
• 10 of 11 directors are independent
• Majority voting for uncontested director elections
• 3 of our directors are women
• Proxy access right for shareholders
• 3 of our directors are of ethnic diversity
• No poison pill
• Significant Board refreshment with 7 new directors in
• Disclosure of governance processes implemented by the past 5 years
the Board and its Committees
• Directors reflect a diverse mix of skills and experience
Our Board is responsive to our shareholders and is
proactive to understand their perspectives • Annual Board, committee and individual self-
assessments
• Proactive, year-round engagement with shareholders
• Board access to management and employees
• Engagement topics include Board refreshment,
environmental, social and governance (ESG) matters, • Overboarding, anti-hedging and stock ownership
management compensation, and Board and Our Board has strong, independent leadership
policies
PROXY HIGHLIGHTS Our shareholders are entitled to voting rights in • Independent Lead Director
management diversity
proportion to their economic interest
• Annual review of Board leadership structure
• One class of voting stock
• Independent chairs of Board committees
• One share, one vote standard
Our Board has developed a management
compensation structure that is aligned with the
long-term strategy of the company
• Compensation programs reviewed to include short-
and long-term goals tied to the long-range plan to
and attract, retain, incentivize and reward excellent
performance

Board Composition and Effectiveness

We seek to include a diverse group of Directors on our Board to provide different perspectives to the Board’s oversight
responsibilities. Our Board nominees demonstrate diversity in the form of experience, geography, gender, ethnicity, age
and tenure. We were recognized in 2019, 2017 and 2015 at the Women’s Forum of New York at its Biennial Breakfast
of Corporate Champions for our Board diversity. We were also recognized by 2020 Women on Boards as a Winning ‘W’
Company for eight consecutive years for championing Board diversity.

27% Women represent 27% of our Board nominees

45% 45% of our Board nominees bring diversity in gender or ethnicity

<7 years The average tenure of our Board nominees is less than 7 years

4 2021 PROXY STATEMENT