Page 103 - Martin Marietta - 2024 Proxy Statement

Appendix A

Martin Marietta
Guidelines for Potential New Board Members
Preamble: The following considerations are one of the tools used to assist the Nominating and Corporate Governance
Committee in the exercise of its responsibility to evaluate the suitability of new potential candidates for the Board of
Directors, consistent with any criteria set out in Martin Marietta’s Corporate Governance Guidelines. In evaluating a new
potential candidate who is not an employee or former employee of Martin Marietta, the Nominating and Corporate
Governance Committee would take into consideration the extent to which the candidate has the personal characteristics
and core competencies outlined in one or more of the guidelines set out below, and would take into account all other
factors it considers appropriate, including the overall composition of the Board. These guidelines are in addition to and are
not intended to change or interpret any law or regulation, or Martin Marietta’s Articles of Incorporation or Bylaws. The
guidelines are subject to modification from time to time by the Nominating and Corporate Governance Committee.

1. Candidates should have a long-term history of the highest integrity and should ascribe fully to the ethics program of
Martin Marietta.
2. Candidates should be experienced, seasoned and have mature business judgment. It would be desirable if they are
still active in their careers.
3. Consideration should be given to matching the geographic base of the candidate with the geographic coverage of
Martin Marietta.

4. Consideration should be given to diversity on the Board. Such diversity may include type of experience, education, skill
sets, ethnic origin, gender and other items that will enable the Board to have a broad knowledge base and diverse
viewpoints.
5. Generally, candidates should not come from firms or companies that are significant sellers or buyers of goods and
services to or from Martin Marietta.
6. Candidates who would serve on Martin Marietta’s Audit Committee, Nominating and Corporate Governance
Committee, or Management Development and Compensation Committee should be “independent” as defined by the
Securities and Exchange Commission, the New York Stock Exchange and Martin Marietta’s Corporate Governance
Guidelines.
7. Given the nature of Board governance, the background and expertise of candidates should reflect the skill needs of
the Board and Martin Marietta. With the Securities and Exchange Commission requirements with respect to audit
committees and the financial nature of much of what the Board is responsible for, a significant number of Board
members need to have strong financial knowledge.
8. Candidates should have significant professional experience to make a significant contribution to the Board such that
the overall composition of the Board includes expertise in the following areas: audit committee financial experts, legal,
human resources, business strategy, marketing, the primary businesses in which Martin Marietta operates, and other
areas of importance to Martin Marietta.
9. Public company experience is highly desirable.
10. Candidates from education or nonprofit organizations will be considered where there is a specific priority need
identified by the Board and where such a candidate can add value.
11. Board candidates ideally would serve on no more than three for-profit boards inclusive of Martin Marietta Materials to
assure adequate time to discharge the duties of a Board member.

A-1 2024 PROXY STATEMENT