Page 11 - Martin Marietta - 2023 Proxy Statement

/ PROXY

Board Oversight of Risk Management
Our Board currently has ten independent members and only one non-independent member, Mr. Nye. A number of our
independent Board members are serving or have served as members of senior management of other public companies,
have served as directors of other public companies, and otherwise have experience and/or educational backgrounds
that we believe qualify them to effectively assess risk. Each of our Board Committees, including our Audit, Management
Development and Compensation, and Nominating and Corporate Governance Committees, are comprised solely of
independent Directors, each with a different independent Director serving as Chair of the Committee (other than the
Executive Committee, which does not meet on a regular basis).

The Board has overall responsibility for oversight of risk management. The Board believes that an effective risk
management system will accomplish the following goals:

1. Timely iden fy the
material risks that Mar n
Marie a faces

2. Communicate necessary
informa on with respect to
5. Integrate risk management
material risks to senior
into Mar n Marie a's PROXY HIGHLIGHTS
execu ves and, as
decision-making
appropriate, to the Board or
relevant Board Commi ee

3. Determine whether the risk
is excessive or appropriate
4. Implement risk management
under the circumstances and
responses consistent with Mar n
designed to achieve a
Marie a's risk profile
legi mate corporate goal

The Board delegates certain responsibilities to the Committees to assist in fulfilling its risk oversight responsibilities. Each
of the Committees reports regularly to the full Board of Directors as to actions taken and topics discussed. In addition,
the Board regularly reviews with management the most significant risks facing Martin Marietta, the probabilities of
those risks occurring, the steps taken to mitigate any impact of risks, and management’s general risk management
strategy. This risk management approach includes consideration of risks and opportunities relating to climate change,
sustainability and other ESG matters. In addition, the Board encourages management to promote a corporate culture
that incorporates risk management into Martin Marietta’s day-to-day operations.

MARTIN MARIETTA 5