Eagle Materials (EXP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 4, 2025, with proxy materials distributed electronically or by mail starting June 23, 2025.

• Key items for shareholder vote: election of three Class I directors, advisory vote on executive compensation, stockholder proposal to declassify the board, and approval of Ernst & Young LLP as auditors.

• Board recommends voting for director nominees, for executive compensation, against board declassification, and for auditor appointment.

Voting matters and shareholder proposals

• Shareholders will elect three Class I directors for three-year terms.

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

• Stockholder proposal requests declassification of the board; board recommends voting against it, citing long-term strategic focus and continuity.

• Approval of Ernst & Young LLP as independent auditors for fiscal 2026 is up for vote.

Board of directors and corporate governance

• Board consists of nine directors post-meeting, with 89% independence and an average tenure of 8.8 years.

• Directors bring diverse skills in leadership, finance, M&A, industry, and sustainability.

• Board leadership is separated between CEO and Chairman roles.

• All directors attended at least 75% of meetings in fiscal 2025.

• Four standing committees: Audit, Compensation, Governance, and Executive.