Page 15 - Martin Marietta - 2025 Proxy Statement
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Our Board Practices Promote Sustainable Long-Term Shareholder Value
Corporate Governance Highlights
Our Board is accountable to our shareholders Our Board has adopted practices that enhance its
effectiveness
• Annual election of Directors
• 9 of 10 Directors are independent
• Majority voting for uncontested Director elections
• Directors reflect a diverse mix of skills and experience
• Proxy access right for shareholders
• 4 of our Directors are women, comprising 44% of our
• No poison pill
independent Directors
• Disclosure of governance processes implemented by the • 2 of our Directors are ethnically diverse
Board and its committees
• Significant Board refreshment with 8 new director
Our Board is responsive to our shareholders and is nominees in the past 10 years
proactive to understand their perspectives
• Annual Board, committee and individual self-
• Proactive, year-round engagement with shareholders
assessments
• Engagement topics include Board refreshment, • Board access to management and employees
sustainability matters, management compensation, and
governance • Overboarding, anti-hedging and stock ownership
policies
Our shareholders are entitled to voting rights in
proportion to their economic interest Our Board has strong, independent leadership PROXY HIGHLIGHTS
• One class of voting stock • Independent Lead Director
• One share, one vote standard • Annual review of Board leadership structure
• Independent chairs of Board committees
• Only one Director is a Company employee
Our Board has developed a management
compensation structure that is aligned with the
long-term strategy of the company
• Compensation programs reviewed to include
short-and long-term goals tied to the long-range plan
and to attract, retain, incentivize and reward excellent
performance
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