Page 17 - Proxy Statement - 2020

The Board of Directors /

BOARD, COMMITTEE AND INDIVIDUAL
DIRECTOR EVALUATIONS
BOARD, COMMITTEE AND INDIVIDUAL PERFORMANCE ASSESSMENTS
As a part of our continuous improvement process intended to
enhance the Board’s overall effectiveness, the Board regularly Questionnaire
evaluates its performance through self-assessments, corporate The Nominating and Corporate Governance Committee (Committee) reviews the director
and officer questionnaire and performance assessment process to determine
governance reviews and periodic charter reviews. Those if they are effective and whether any changes are appropriate. Each director
evaluations, changes in our business strategy or operating annually completes a questionnaire assessing the Board, Committees on which
she/he serves, and each director for review by the Chair of the Committee.
environment, and the future needs of the Board in light of
anticipated director retirements are used to identify desired One-on-One Discussions
backgrounds and skill sets for future Board members. The The Chair of the Committee follows up with each director who submits
comments, suggestions or other feedback for a candid discussion.
feedback solicited from Board members regarding the Board,
each Committee on which they serve, and individual Board
Closed Session
members is one of the tools used to assist the Nominating and
The Chair of the Committee discusses the results and feedback on an
Corporate Governance Committee in its responsibility to unattributed basis with the Committee.
evaluate Board and Committee performance annually. For 2019,
each director completed a written questionnaire. The questions Board Summary
The results are discussed with a session of each of the independent Board
were intended to solicit candid feedback by asking for members, with the Chairman of the Board, and with each Committee Chair.
comments. The collective ratings and comments were compiled,
summarized and presented to the Nominating and Corporate Feedback
Governance Committee, the Chair of which then followed-up as Policies and practices are updated as appropriate as a result of the feedback.
appropriate and shared the feedback with the full Board and the
Chair of each Board Committee.

Board Committees

Martin Marietta’s Board of Directors has six standing that describes its purposes, membership, meeting structure,
Committees: the Audit Committee; the Ethics, Environment, authority and responsibilities. These charters are reviewed by the
Safety and Health Committee; the Executive Committee; the respective Committee on an annual basis with any
Finance Committee; the Management Development and recommended changes adopted upon approval by our Board.
Compensation Committee; and the Nominating and Corporate The charters of our six standing Committees are posted on our
Governance Committee. Each Committee has a written charter website.

Below is a summary of our current Committee structure and membership information.
Ethics, Management
Environment, Development Nominating
Safety and and and Corporate
Independent Audit Health Executive Finance Compensation Governance
Director Director Committee Committee Committee Committee Committee Committee
Dorothy M. Ables
Financial Expert
Sue W. Cole
Smith W. Davis Chair
John J. Koraleski
Financial Expert Chair
C. Howard Nye* Chair
Laree E. Perez
Financial Expert Chair
Thomas H. Pike
Michael J. Quillen
Lead Independent Director
Donald W. Slager Chair
Stephen P. Zelnak, Jr.
Chair
Number of Meetings 7 2 0 4 4 5
in 2020

* Mr. Nye is the only member of management who sits on the Board.

2020 PROXY STATEMENT 13