Eagle Materials (EXP) Proxy Filing summary

Executive summary

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

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

• Board recommends voting in favor of all proposals, including director nominees, say-on-pay, charter amendment, and auditor appointment.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class III directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend the certificate of incorporation to allow officer exculpation under updated Delaware law.

• Approval of Ernst & Young LLP as independent auditors for fiscal year ending March 31, 2025.

• Board does not anticipate other matters but may vote on any properly presented at the meeting.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; diversity includes 30% racial/ethnic and 30% gender diversity.

• Directors have a broad range of skills, including industry, finance, M&A, ESG, and technology.

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

• All directors attended at least 75% of meetings in fiscal 2024.

• Board leadership is separated between Chairman and CEO roles.