Page 15 - Martin Marietta - 2024 Sustainability Report

COMPANY OVERVIEW

Corporate Governance Highlights

Our Board adopted practices that Our Board is accountable to our
enhance its effectiveness shareholders

• 9 of 10 directors are independent • Annual election of directors
• 4 of our directors are women comprising 44% of our • Majority voting for uncontested director elections
independent directors
• Proxy access right for shareholders
• 2 of our directors are ethnically diverse
• No poison pill
• Significant Board refreshment with 8 new directors in
• Disclosure of governance processes implemented by the
the past 10 years
Board and its committees
• Directors reflect a diverse mix of skills and experience
• Annual Board, committee and individual self- Our Board is responsive to our
assessments shareholders and is proactive to
• Board access to management and employees understand their perspectives
• Overboarding, anti-hedging and stock ownership policies
• Proactive, year-round engagement with shareholders
Our Board has strong, independent • Engagement topics include Board refreshment,
leadership sustainability matters, executive compensation, and
health and safety
• Independent Lead Director
• Annual review of Board leadership structure Our shareholders are entitled to voting
rights in proportion to their economic
• Independent chairs of Board committees
interest
• Only one director is a Company employee
• One class of voting stock
Our Board has developed a management
• One share, one vote standard
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 attract,
retain, incentivize and reward excellent performance
• Our Management Development and Compensation
Committee ties a component of short term incentive
compensation to safety and sustainability metrics, with
the formula, target and achievements disclosed in our
annual Proxy Statement

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