Page 42 - Martin Marietta - 2024 Proxy Statement
P. 42

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 Chair and Chief Executive Officer. In 2023, 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 2023, 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 Chair 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 Chair and CEO roles.

        The Board believes that, at the present time, the Company is best served by allocating governance responsibilities between
        a combined Chair 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 Chair 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’s experience has allowed the Company to successfully navigate acute periods of duress (i.e., the Great
           Financial Crisis and COVID-19).
         • 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, regulatory and governance
           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 90% 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 Chair 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 90% 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.


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