Page 38 - Martin Marietta - 2022 Proxy Statement

CORPORATE GOVERNANCE BOARD PRACTICES / CORPORATE GOVERNANCE MATTERS

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 under the
heading Compensation Program Risk Assessment on page 60. 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 2021?
Martin Marietta’s Board of Directors held four regularly scheduled meetings and one special meeting during 2021. There
were also a total of 23 Committee meetings in 2021. In addition, management confers frequently with its Directors on an
informal basis to discuss Company affairs.

How many times didDirectors attend meetings of the Board and its Committees?
Martin Marietta’s Directors are expected to attend 100% of the meetings of the Board and Committees of the Board on
which they serve unless there is a good reason otherwise. In 2021, 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 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 2021, 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

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