Page 12 - Martin Marietta - 2025 Proxy Statement

PROXY /

BOARD OF DIRECTORS

Responsible for risk oversight at the Company

Oversight of Designated Risks

BOARD COMMITTEES
Assist the Board in fulfilling its risk oversight
responsibilities. Each Committee regularly reports on
these matters to the full Board.

Management
Ethics, Environment, Nominating and
Audit Finance Development and
Committee Safety and Committee Compensation Corporate
Health Committee Governance Committee
Committee
Leads in oversight Monitors risks for Evaluates risks Oversees aspects of Oversees aspects of
of risks related the Company in associated with risk related to the risk related to
financial reporting, key areas of Martin Martin Marietta’s annual performance the composition of the
Board and its
evaluation of our Chief
financial statements, Marietta’s sustainability capital structure, succession planning and performance and best External Advisors
internal control
program, including
Executive Officer,
including
Committees, Board
PROXY HIGHLIGHTS audit, cybersecurity and climate change, liquidity risks ensuring that executive corporate governance.
environment, internal
credit and
health, safety,
audit, independent
practices in
the environment
compensation is
as well as the
appropriate to meet
and accounting
processes.
Company’s ethics
Martin Marietta’s
program.
objectives. Provides
oversight of
human capital
management risks.
Reporting Oversight and Advice
Management
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 Chair and Chief Executive Officer
are separate or held by the same
individual.

6 2025 PROXY STATEMENT