Page 16 - Proxy Statement - 2020

/ The Board of Directors

Board Refreshment Elements

Review of Board Candidates The Board seeks a diverse group of candidates who, at a minimum, possess the background, skills, expertise and
time to make a significant contribution to the Board, the Company and its shareholders. The Corporate
Governance Guidelines list criteria against which candidates may be judged. 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 Corporation’s
website at ir.martinmarietta.com/corporate-governance.
Board Assignments In 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 six new directors in the past four years. Mr. Zelnak will retire at the 2020 Annual Meeting,
with Mr. Wajsgras being nominated to succeed him and further refreshing the Board. At the same time, obtaining
a detailed understanding of the Corporation’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 2019, 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
Continuing Education and 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 Retirement Age Directors must retire at the annual meeting following his or her 75th birthday.
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 he/she can
commit the appropriate time to Board service.

12 2020 PROXY STATEMENT