Delivering Record Performance Through Operational Excellence
PROACTIVELY ENGAGING WITH SHAREHOLDERS
Non-
Management
& Independent
Directors Meet
Regularly Without
Management
Annual Board
and Committee
Self-
Assessment
Overboarding
Policy
Annual
Election of
Directors
Mandatory
Retirement
Age for
Directors
Majority
Voting for
Shareholders
CORPORATE GOVERNANCE HIGHLIGHTS
Eliminated staggered board - Directors
elected for 1-year terms
Eliminated gross-up, walk-right on Change of
Control
Eliminated single-trigger vesting for equity
awards beginning in 2019
55% of directors
are current or
former public
company CEOs
Independent
Lead Director
No Pledging
or Hedging
of Martin
Marietta
Stock
SHAREHOLDER
RIGHTS AND
GOVERNANCE
PRACTICES
Proxy
Access
Clawback
Robust Stock
Ownership
Policy
Requirements
Investor Presentation
Established robust stock ownership guidelines
for Officers and Directors
No Poison
Pill
✓
Implemented hedging and pledging policy
✓
Adopted clawback policy
Martin
Marietta
65.5 years
average Director
age
BOARD WITH
DIVERSE
SKILLS AND
EXPERIENCE
44% of directors
are women or
minorities
✓ Implemented majority voting standard
Eliminated shareholder rights plan
✓ Adopted proxy access
✓
Added 4 new Board members since 2016
✓ Published Annual Sustainability Report
9.4 years
average Director
tenure
As reported in Martin Marietta's 2019 Annual Meeting of
Shareholders Proxy Statement dated August 10, 2019
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