Page 18 - Martin Marietta - 2021 Proxy Statement

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATIONS / THE BOARD OF DIRECTORS

Board, Committee and Individual Director Evaluations
As a part of our continuous improvement process intended to enhance the Board’s overall effectiveness, the Board regularly
evaluates its performance through self-assessments, corporate governance reviews and periodic charter reviews. Those
evaluations, changes in our business strategy or operating environment, and the future needs of the Board in light of anticipated
director retirements are used to identify desired backgrounds and skill sets for future Board members. The feedback solicited
from Board members regarding the Board, each Committee on which they serve, and individual Board members is one of the
tools used to assist the Nominating and Corporate Governance Committee in its responsibility to evaluate Board and Committee
performance annually.

BOARD, COMMITTEE AND INDIVIDUAL
PERFORMANCE ASSESSMENTS
Questionnaire
The Nominating and Corporate Governance Committee (Committee)
reviews the director and officer questionnaire and performance
assessment process to determine if they are effective and whether
any changes are appropriate. Each director annually completes a
questionnaire assessing the Board, Committees on which she/he
serves, and each director for review by the Chair of the Committee.
One-on-One Discussions
The Chair of the Committee follows up with each director who
submits comments, suggestions or other feedback for a candid
discussion.
Closed Session
The Chair of the Committee discusses the results and feedback
on an unattributed basis with the Committee.
Board Summary
The results are discussed with a session of each of the
independent Board members, with the Chairman of the Board,
and with each Committee Chair.
Feedback
Policies and practices are updated as appropriate as a result of the
feedback.

Board Committees
Martin Marietta’s Board of Directors has six standing Committees: the Audit Committee; the Ethics, Environment, Safety
and Health Committee; the Executive Committee; the Finance Committee; the Management Development and
Compensation Committee; and the Nominating and Corporate Governance Committee. Each Committee has a written
charter that describes its purposes, membership, meeting structure, authority and responsibilities. These charters are
reviewed by the respective Committee on an annual basis with any recommended changes adopted upon approval by our
Board. The charters of our six standing Committees are posted on our website.

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