Page 41 - Martin Marietta - 2023 Proxy Statement

CORPORATE GOVERNANCE BOARD PRACTICES / CORPORATE GOVERNANCE MATTERS

Does the Board have a Lead Independent Director?
In deciding that a combined Chairman and Chief Executive Officer position is the appropriate leadership structure for the
Company at this time, the Nominating and Corporate Governance Committee and Board also recognized the benefit of
independent leadership to enhance the effectiveness of the Board’s oversight role and communications between the Board
and Mr. Nye. Accordingly, in November 2014, our Corporate Governance Guidelines were revised to provide that in the
event the Chairman and Chief Executive Officer positions are held by one person, our independent Directors may
designate a Lead Independent Director from among the independent Directors. The designation of the Lead Independent
Director is to be made annually, with the expectation of the Board that the Lead Independent Director will be re-appointed
for multiple, consecutive one-year terms. John J. Koraleski currently serves as the Lead Independent Director.
The responsibilities of the Lead Independent Director include:
• Presiding at Board meetings when the Chairman is not present.
• Presiding at executive sessions of the independent Directors, and meeting separately with the Chairman after executive
sessions to review the matters discussed during the executive sessions.
• Acting as a liaison between the Chairman and the independent Directors.
• Suggesting to the Chairman agenda items for Board meetings and consulting with the Chairman regarding Board
meeting schedules.
• Calling, where necessary, executive sessions of independent Directors.
• Being available to meet with shareholders and other key constituents.
• Acting as a resource for, and counsel to, the Chairman.
• In addition, the Lead Independent Director attends and meets with shareholders at Company-sponsored Investor Days.

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 2022?
Martin Marietta’s Board of Directors held four regularly scheduled meetings during 2022. There were no special meetings
of the Board of Directors in 2022. There were also a total of 20 Committee meetings in 2022. 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 2022, 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).

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