Page 15 - Martin Marietta - 2021 Proxy Statement

THE BOARD OF DIRECTORS / BOARD EFFECTIVENESS AND REFRESHMENT

Once the Committee has identified a prospective nominee, it makes an initial determination as to whether to conduct a
full evaluation. In making this determination, the Committee takes into account various information, including information
provided at the time of the candidate recommendation, the Committee’s own knowledge, and information obtained
through inquiries to third parties to the extent the Committee deems appropriate. The preliminary determination is based
primarily on the need for additional Board members and the likelihood that the prospective nominee can satisfy the criteria
that the Committee has established. If the Committee determines, in consultation with the Chairman, President and CEO
and other Directors as appropriate, that additional consideration is warranted, it may request management or a third-party
search firm to gather additional information about the prospective nominee’s background and experience and to report its
findings to the Committee. The Committee then evaluates the prospective nominee against the specific criteria that it has
established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance
Guidelines, including:
• the ability of the prospective nominee to represent the interests of the shareholders of the Company;
• the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;

• the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or
her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the
Company’s Corporate Governance Guidelines;

• the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the
Board; and
• the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders,
employees, customers and the communities in which it operates.

If the Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the
Committee, the Chairman, President and CEO, as well as other members of the Board as appropriate, interview the
nominee. After completing this evaluation and interview, the Committee makes a recommendation to the full Board,
which makes the final determination whether to nominate or appoint the new Director after considering the Committee’s
report. A background check is completed before a final recommendation is made to the Board to appoint a candidate to
the Board.

In selecting nominees for the Board, the Board seeks to achieve a mix of members who together bring experience and
personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s
business. The Board also seeks a demonstrated ability to manage complex issues that involve a balance of risk and reward.
The background information on current nominees beginning on page 18 and the skills matrix on page 11 set out how
each of the current nominees contributes to the mix of experience and qualifications the Board seeks. In making its
recommendations with respect to the nomination for re-election of existing Directors at the annual shareholders meeting,
the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues
to reflect the criteria set forth above.

10 2021 PROXY STATEMENT