Page 24 - Martin Marietta - 2023 Proxy Statement

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

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 they
serve, 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.

18 2023 PROXY STATEMENT