Delivering Record Performance Through Operational Excellence slide image

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 12
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