Eagle Materials (EXP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 1, 2024, with voting on director elections, executive compensation, officer exculpation amendment, and auditor appointment.

• Proxy materials are available online, and shareholders are encouraged to vote by proxy or in person.

• Board recommends approval of all proposals, including the election of three Class III directors for three-year terms.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class III directors, (2) advisory say-on-pay for executive compensation, (3) amendment to the certificate of incorporation for officer exculpation, (4) appointment of Ernst & Young LLP as independent auditors.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2025 meeting within specified deadlines.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; directors are divided into three classes with staggered three-year terms.

• Board diversity: 30% racial/ethnic, 30% gender diversity; average tenure is 9.7 years.

• Board committees include Audit, Compensation, Governance, and Executive Committees, all chaired by independent directors.

• Directors receive a mix of cash and equity compensation, with additional fees for committee chairs and the Chairman.

• Board leadership is separated between the CEO and Chairman roles.