Page 40 - Martin Marietta - 2023 Proxy Statement

CORPORATE GOVERNANCE MATTERS / CORPORATE GOVERNANCE BOARD PRACTICES

Do the independent Directors ever meet without management?
Martin Marietta’s Corporate Governance Guidelines adopted by the Board provide that at least two Board meetings each
year will include an executive session of the non-employee Directors to discuss such topics as they may choose, including a
discussion of the performance of Martin Marietta’s Chairman and Chief Executive Officer. In 2022, Martin Marietta’s
independent Directors met at each regularly scheduled Board meeting, consisting of four times in executive session
without management, in addition to executive sessions held by Committees of the Board. In 2022, all the independent
Directors were non-employees.

What is the Board’s leadership structure?
Our Corporate Governance Guidelines provide that the Board’s policy as to whether the Chairman and CEO positions
should be separate is to adopt the practice that best serves the Company’s needs at any particular time. The Nominating
and Corporate Governance Committee and the Board discussed Board leadership alternatives in connection with
combining the Chairman and CEO roles.

The Board believes that, at the present time, the Company is best served by allocating governance responsibilities between
a combined Chairman and CEO and a Lead Independent Director with robust responsibilities. This structure allows the
Company to present a single face to our constituencies through the combined Chairman and CEO position while at the
same time providing an active role and voice for the independent directors through the Lead Independent Director.

Reasons for Combined Chair and CEO

Key highlights
• The independent Board members believe that Mr. Nye has extensive experience in all facets of the building materials
industry, in both the U.S. and with global competitors.
• Mr. Nye has been effective in creating shareholder value through strategic acquisitions and divestitures, with
achievement of expected synergies.
• Mr. Nye has in-depth knowledge of safety, health, operational, environmental, and regulatory considerations that
impact the business and oversight of management.
• Mr. Nye has demonstrated his leadership and vision to guide the Board in its oversight of management with the
development of three five-year strategic plans, with the current Strategic Operating Analysis and Review (SOAR 2025)
discussed with and approved by the Board in August 2020.

• Mr. Nye has engaged in an active investor relations program, including the Company’s Investor Day presentations,
and leads the Board in understanding the perspective of the Company’s shareholders.

• Mr. Nye is the only member of management on the Board.
• Strong independent directors comprise 91% of the current Board, and open communications exist between Mr. Nye
and the independent directors.

As a result of Mr. Nye’s tenure at Martin Marietta and strong performance as a leader since his election as CEO, the Board
believes he is uniquely qualified through his experience, education and expertise to be the person who promotes strong
and visionary leadership for our Board, as well as important recognition as the leader of Martin Marietta by our customers,
employees and other constituencies. The Board also believes that Mr. Nye’s serving as both Chairman and CEO is
appropriate taking into consideration the size and nature of our business, Mr. Nye’s effective and careful formulation and
execution of our strategic plan, his established working relationship and open communication with our other Directors,
both during meetings and in the intervals between meetings, the significant board-level experience of our independent
Directors as a whole, the strong independent leadership and accountability to shareholders provided by 91% of our
Directors being independent, the independent leadership provided by our Committee chairs, and our Board culture in
which Mr. Nye and the other Directors are able to thoughtfully debate different points of view and reach consensus in an
efficient manner.

34 2023 PROXY STATEMENT