Page 23 - Martin Marietta - 2023 Proxy Statement

BOARD QUALIFICATIONS, GENDER AND DIVERSITY / THE BOARD OF DIRECTORS

Board Refreshment Elements

Review of Board The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and time
Candidates to make a significant contribution to the Board, the Company and its shareholders. The Corporate Governance
Guidelines list criteria against which candidates may be assessed. In addition, the Nominating and Corporate
Governance Committee considers, among other things:
• input from the Board’s self-assessment process to prioritize areas of expertise that were identified;
• investor feedback and perceptions;
• the candidates’ skills and competencies to ensure they are aligned with the Company’s future strategic challenges
and opportunities; and
• the needs of the Board in light of recent and anticipated Board vacancies.
During the process of identifying and selecting director nominees, the Nominating and Corporate Governance
Committee screens and recommends candidates for nomination by the full Board. The Bylaws provide that the size of
the Board may range from 9 to 11 members.
Director candidates also may be identified by shareholders and will be evaluated under the same criteria applied to
other director nominees and considered by the Nominating and Corporate Governance Committee. Information on the
process and requirements for shareholder nominees may be found in our Bylaws on the Company’s website at https://
ir.martinmarietta.com/corporate-governance/governance-documents-and-charters.
Board Assignments Each February, the Nominating and Corporate Governance Committee reviews the membership, tenure, leadership and
commitments of each of the Committees and considers possible changes given the qualifications and skill sets of
members on the Board or a desire for committee rotation or refreshment. The Nominating and Corporate Governance
Committee also takes into consideration the membership requirements and responsibilities set forth in each of the
respective Committee charters and the Corporate Governance Guidelines as well as any upcoming vacancies on the
Board due to our mandatory retirement age. The Nominating and Corporate Governance Committee recommends to
the Board any proposed changes to Committee assignments and leadership to be made effective at the next Annual
Meeting of Shareholders. The Nominating and Corporate Governance Committee also reviews the operation of the
Board generally.
Refreshment The Board has added seven new directors in the past seven years. At the same time, obtaining a detailed
understanding of the Company’s business takes time. We believe that implementing term limitations may prevent the
Board from taking advantage of insight that longer tenure brings.
Annual Performance The Board conducts a self-assessment of its performance and effectiveness as well as that of its Committees on an
Assessment annual basis. The self-assessment helps the Nominating and Corporate Governance Committee track progress in
certain areas targeted for improvement from year-to-year and to identify ways to enhance the Board’s and its
Committees’ effectiveness. For 2022, each director completed a written questionnaire. The questions were open-ended
to solicit candid feedback. The collective ratings and comments are compiled and summarized and then discussed by
the Nominating and Corporate Governance Committee and the full Board.
Onboarding and New directors are provided with an orientation about the Company, including our business operations, strategy and
Education governance. Directors also are provided continuing education by subject matter experts and/or continuing education
programs sponsored by educational and other institutions to assist them in staying abreast of developments in
corporate governance and critical issues relating to the operation of public company boards. Members of our senior
management regularly review with the Board the operating plan of each of our business segments and the Company
as a whole. The Board also conducts periodic visits to our facilities as part of its regularly scheduled Board meetings.

Tenure Guidelines

Mandatory Directors must retire at the annual meeting following their 75th birthday.
Retirement Age
Employment Change Directors must report to the Chairman of the Board and Chairman of the Nominating and Corporate Governance
Committee regarding any significant change in principal employment or responsibilities to assure they can continue to
commit the appropriate time to Board service.

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