Page 10 - Martin Marietta - 2022 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 comprising 30% of our
• Proxy access right for shareholders
independent directors
• No poison pill
• 3 of our Directors are ethnically diverse
• Disclosure of governance processes implemented by • Significant Board refreshment with 7 new directors in
the Board and its committees
the past 6 years
Our Board is responsive to our shareholders and is • Directors reflect a diverse mix of skills and experience
proactive to understand their perspectives
• Annual Board, committee and individual self-
• Proactive, year-round engagement with shareholders
assessments
• Engagement topics include Board refreshment, • Board access to management and employees
environmental, social and governance (ESG) matters,
management compensation, and Board and • Overboarding, anti-hedging and stock ownership
management diversity policies
Our shareholders are entitled to voting rights in Our Board has strong, independent leadership
proportion to their economic interest
• Independent Lead Director
• One class of voting stock
• Annual review of Board leadership structure PROXY HIGHLIGHTS
• One share, one vote standard
• Independent chairs of Board committees
• Only one Director is a Company employee
Our Board has developed a management
compensation structure that isaligned with the
long-term strategy of the company
• Compensation programs reviewed to include
short-and long-term goals tied to the long-range plan
and to 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 Directors demonstrate diversity in the form of experience, geography, gender, ethnicity, age and
tenure. We were recognized in 2021, 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.

3 Women represent 3 of our Directors comprising 30% of our
independent directors
2 Board members are African American

45% 45% of our Directors bring diversity in gender or ethnicity

7.5 years The average tenure of our Directors is 7.5 years

MARTIN MARIETTA 5