Page 23 - Martin Marietta - 2024 Proxy Statement

BOARD EFFECTIVENESS AND REFRESHMENT / THE BOARD OF DIRECTORS

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.

Once the Committee has identified a prospective nominee, it makes an initial determination as to whether to conduct a
full evaluation. In making this determination, the Committee takes into account various information, including information
provided at the time of the candidate recommendation, the Committee’s own knowledge, and information obtained
through inquiries to third parties to the extent the Committee deems appropriate. The preliminary determination is based
primarily on the need for additional Board members and the likelihood that the prospective nominee can satisfy the criteria
that the Committee has established. If the Committee determines, in consultation with the Chair of the Board, President
and CEO and other Directors as appropriate, that additional consideration is warranted, it may request management or a
third-party search firm to gather additional information about the prospective nominee’s background and experience and
to report its findings to the Committee. The Committee then evaluates the prospective nominee against the specific
criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s
Corporate Governance Guidelines, including:
• the ability of the prospective nominee to represent the interests of the shareholders of the Company;

• the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;
• the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of their
duties, including the prospective nominee’s service on other public company boards, as specifically set out in the
Company’s Corporate Governance Guidelines;
• the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the
Board; and
• the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders,
employees, customers and the communities in which it operates.

If the Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the
Committee, the Chair of the Board, President and CEO, as well as other members of the Board as appropriate, interview
the nominee. After completing this evaluation and interview, the Committee makes a recommendation to the full Board,
which makes the final determination whether to nominate or appoint the new Director after considering the Committee’s
report. A background check is completed before a final recommendation is made to the Board to appoint a candidate to
the Board.

In selecting nominees for the Board, the Board seeks to achieve a mix of members who together bring experience and
personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s
business. The Board also seeks a demonstrated ability to manage complex issues that involve a balance of risk and reward.
The background information on current nominees beginning on page 25 and the skills matrix on page 18 set out how
each of the current nominees contributes to the mix of experience and qualifications the Board seeks. In making its
recommendations with respect to the nomination for re-election of existing Directors at the annual shareholders meeting,
the Committee assesses the composition of the Board at the time and considers the extent to which the Board continues
to reflect the criteria set forth above.

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