Page 78 - Proxy Statement - 2020

Appendix A

MARTIN MARIETTA
GUIDELINES FOR POTENTIAL NEW BOARD MEMBERS

Preamble: The following considerations are one of the tools used 6. Candidates who would serve on Martin Marietta’s Audit
to assist the Nominating and Corporate Governance Committee Committee, Nominating and Corporate Governance
in the exercise of its responsibility to evaluate the suitability of Committee, or Management Development and
new potential candidates for the Board of Directors, consistent Compensation Committee should be “independent” as
with any criteria set out in Martin Marietta’s Corporate defined by the Securities and Exchange Commission, the
Governance Guidelines. In evaluating a new potential candidate New York Stock Exchange and Martin Marietta’s Corporate
who is not an employee or former employee of Martin Marietta, Governance Guidelines.
the Nominating and Corporate Governance Committee would
7. Given the nature of Board governance, the background and
take into consideration the extent to which the candidate has
expertise of candidates should reflect the skill needs of the
the personal characteristics and core competencies outlined in
Board and Martin Marietta. With the Securities and
one or more of the guidelines set out below, and would take
Exchange Commission requirements with respect to audit
into account all other factors it considers appropriate, including
committees and the financial nature of much of what the
the overall composition of the Board. These guidelines are in
Board is responsible for, a significant number of Board
addition to and are not intended to change or interpret any law
members need to have strong financial knowledge.
or regulation, or Martin Marietta’s Articles of Incorporation or
Bylaws. The guidelines are subject to modification from time to 8. Candidates should have significant professional experience
time by the Nominating and Corporate Governance Committee. to make a significant contribution to the Board such that
the overall composition of the Board includes expertise in
1. Candidates should have a long-term history of the highest
the following areas: audit committee financial experts,
integrity and should ascribe fully to the ethics program of
legal, human resources, business strategy, marketing, the
Martin Marietta.
primary businesses in which Martin Marietta operates, and
2. Candidates should be experienced, seasoned and have other areas of importance to Martin Marietta.
mature business judgment. It would be desirable if they are
9. Public company experience is highly desirable.
still active in their careers.
10. Candidates from education or nonprofit organizations will
3. Consideration should be given to matching the geographic
be considered where there is a specific priority need
base of the candidate with the geographic coverage of
identified by the Board and where such a candidate can add
Martin Marietta.
value.
4. Consideration should be given to diversity on the Board.
11. Board candidates ideally would serve on no more than three
Such diversity may include type of experience, education,
for-profit boards inclusive of Martin Marietta Materials to
skill sets, ethnic origin, gender and other items that will
assure adequate time to discharge the duties of a Board
enable the Board to have a broad knowledge base and
member.
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.

2020 PROXY STATEMENT A-1