Page 31 - Proxy Statement - 2020

Corporate Governance Philosophy / Corporate Governance Matters

Who are Martin Marietta’s Independent Directors? combined Chairman and CEO position while at the same time
All of Martin Marietta’s Directors are non-employee Directors providing an active role and voice for the independent directors
except Mr. Nye. Mr. Nye neither sits in the executive sessions of through the Lead Independent Director.
the independent Directors (unless invited to attend for a specific
REASONS FOR COMBINED CHAIR AND CEO
discussion) nor does he participate in any action of the Board
relating to any executive compensation which he may receive. Key highlights:
• The independent Board members believe that Mr. Nye
In assessing the independence of its members and nominees,
has extensive experience in all facets of the construction
the Board has adopted for Martin Marietta a set of Guidelines
materials industry, in both the U.S. and with global
for Director’s Independence (Guidelines). The Guidelines are
competitors.
posted and available for public viewing on Martin Marietta’s
• Mr. Nye has been effective in creating shareholder value
website at https://ir.martinmarietta.com/corporate-governance.
through strategic acquisitions and divestitures, with
These Guidelines reflect the rules of the NYSE, applicable
achievement of expected synergies.
requirements of the SEC, and other standards determined by the
Board to be important in assessing the independence of Board • Mr. Nye has in-depth knowledge of safety, operational,
members. The Board has determined that, other than Mr. Nye, environmental, and regulatory considerations that
all members of the Board and Mr. Wajsgras are “independent” impact the business and oversight of management.
under these Guidelines, resulting in 90% of the Board being • Mr. Nye has demonstrated his leadership and vision to
independent. The Board of Directors has determined that no guide the Board in its oversight of management with
Director (except Mr. Nye), or nominee, or any person or the development of two five-year strategic plans, with
organization with which the Director or nominee has any the current Strategic Operating Analysis and Review
affiliation, has a relationship with Martin Marietta that may (SOAR 2020) discussed with and approved by the Board
interfere with his or her independence from Martin Marietta and in August 2015.
its management. In making this “independence” determination,
• Mr. Nye has engaged in an active investor relations
the Board considered other entities with which the Directors and
program, including the Company’s Investor Day
Mr. Wajsgras were affiliated and any business Martin Marietta
presentations, and leads the Board in understanding the
had done with such entities.
perspective of the Company’s shareholders.
Do the independent Directors ever meet without • Mr. Nye is the only member of management who sits on
management? the Board.
Martin Marietta’s Corporate Governance Guidelines adopted by • Strong independent directors comprise 90% of the
the Board provide that at least two Board meetings each year current Board, and open communications exist between
will include an executive session of the non-employee Directors Mr. Nye and the independent directors.
to discuss such topics as they may choose, including a discussion
of the performance of Martin Marietta’s Chairman and Chief
As a result of Mr. Nye’s tenure at Martin Marietta and strong
Executive Officer. In 2019, Martin Marietta’s independent
performance as a leader since his election as CEO, the Board
Directors met at each regularly scheduled Board meeting,
believes he is uniquely qualified through his experience,
consisting of four times in executive session without
education and expertise to be the person who promotes strong
management, in addition to executive sessions held by
and visionary leadership for our Board as well as important
Committees of the Board. In 2019, all the independent Directors
recognition as the leader of Martin Marietta by our customers,
were non-employees.
employees and other constituencies. The Board also believes that
Mr. Nye’s serving as both Chairman and CEO is appropriate
What is the Board’s leadership structure?
taking into consideration the size and nature of our business,
Our Corporate Governance Guidelines provide that the Board’s
Mr. Nye’s effective and careful formulation and execution of our
policy as to whether the Chairman and CEO positions should be
strategic plan, his established working relationship and open
separate is to adopt the practice that best serves the Company’s
communication with our other Directors, both during meetings
needs at any particular time. The Nominating and Corporate
and in the intervals between meetings, the significant board-
Governance Committee and the Board discussed board
level experience of our independent Directors as a whole, the
leadership alternatives in connection with combining the
strong independent leadership and accountability to
Chairman and CEO roles.
shareholders provided by 90% of our Directors being
The Board believes that, at the present time, the Company is independent, the independent leadership provided by our
best served by allocating governance responsibilities between a Committee chairs, and our Board culture in which Mr. Nye and
combined Chairman and CEO and a Lead Independent Director the other Directors are able to thoughtfully debate different
with robust responsibilities. This structure allows the Company points of view and reach consensus in an efficient manner.
to present a single face to our constituencies through the
2020 PROXY STATEMENT 27