Page 20 - Martin Marietta - 2023 Proxy Statement

The Board of Directors

The Board of Directors currently consists of eleven members, ten of whom are non-employee Directors. Under our Bylaws,
nominations of persons for election to the Board may be made at an Annual Meeting of Shareholders by the Board and by
any shareholder who complies with the notice procedures set forth in the Bylaws. As described in the Proxy Statement for
our 2022 Annual Meeting, for a nomination to be properly made by a shareholder at the 2023 Annual Meeting, the
shareholder’s notice must have been sent to, and received by, our Secretary at our principal executive offices between
January 13, 2023 and February 12, 2023. No such notice was received during this period.

The Bylaws of the Company provide that a Director will retire at the Annual Meeting of Shareholders following the
Director’s 75th birthday. One of our current Directors, Smith W. Davis, reached this mandatory retirement age this year
and is not eligible for election at the Annual Meeting for a new term. Mr. Davis has stated that he intends to serve as a
Director through the commencement of the 2023 Annual Meeting of shareholders, after which he will retire from the
Board. The Board extends its sincere appreciation to Mr. Davis for his years of service and thoughtful Board leadership.
Mr. Davis gave generously of his time and consistently provided the Board with independent insight and advice, which
have been invaluable to the Board and to Martin Marietta. In light of the retirement of Mr. Davis, the Board of Directors
has set the size of the Board at ten effective upon the commencement of the 2023 Annual Meeting.

The Nominating and Corporate Governance Committee from time to time retains a search firm to help identify director
prospects, perform candidate outreach, assist in reference checks, and provide other related services. The recruiting
process typically involves either the Chairman, President and CEO, the search firm or a member of the Nominating and
Corporate Governance Committee contacting a prospect to gauge their interest and availability. A candidate will then
meet with several members of the Nominating and Corporate Governance Committee and sometimes the Board. At the
same time, the Nominating and Corporate Governance Committee and the search firm will contact references for the
prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to
the Board.
The Board has nominated ten persons for election as Directors to serve a one-year term expiring in 2024. Unless otherwise
directed, proxies will be voted in favor of these nominees. Each nominee has agreed to serve if elected. Each of the
nominees is currently serving as a Director. Should any nominee become unable to serve as a Director, the persons named
in the enclosed form of proxy will, unless otherwise directed, vote for the election of such other person for such position
as the present Board of Directors may recommend in place of such nominee. Proxies cannot be voted for a greater number
of persons than the number of nominees named. Should any of the listed nominees be unavailable for election by reason
of death or other unexpected occurrence, the proxy, to the extent permitted by applicable law, may be voted with
discretionary authority in connection with the nomination by the Board and the election of any substitute nominee.

Board Effectiveness and Refreshment

Board composition is one of the most critical areas of focus for the Board of Directors. Having the right mix of people who
bring diverse perspectives, business and professional experiences, and skills provides a foundation for robust dialogue,
informed advice and collaboration in the boardroom. The Nominating and Corporate Governance Committee develops
criteria for open Board positions, taking into account a variety of factors, which may include current Board member skills,
composition, age, tenure, other diversity factors, the range of talents and experience that would best complement those
already represented on the Board, the need for specialized expertise, and anticipated retirements to define gaps that may
need to be filled through the Board refreshment process. The Board strives to ensure an environment that encourages
diverse critical thinking and values innovative, strategic discussions to achieve a higher level of success for the Company.

The Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full
Board. It uses a variety of methods to help identify potential Board candidates with the desired skills and background
needed for the Company’s business, including from time to time informal networks, third-party search firms and other
channels. When the Committee is assisted from time to time with its recruitment efforts by an outside search firm, the
firm recommends candidates that satisfy the criteria defined by the Board, and provides background research and
pertinent information regarding prospective candidates.

14 2023 PROXY STATEMENT