EAGLE MATERIALS INC (EXP)
Sector: Materials
2026 Annual Meeting Analysis
EAGLE MATERIALS INC · Meeting: July 30, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Carter has served since 2017 (9 years tenure), EXP's 3-year TSR of +32.8% is strong positive and trails the peer median by only 7.4pp — well below the 65pp trigger threshold — so no TSR concern applies, and she has strong legal, governance, and executive compensation credentials with no overboarding, attendance, or independence issues.
Nicolais has served since 2001 (25 years) as independent Chairman, EXP's 3-year TSR underperforms the peer median by only 7.4pp against a 65pp trigger threshold for strong-positive TSR companies, so the TSR trigger does not fire, and he brings deep capital markets and investment management experience with no independence, attendance, or overboarding concerns.
Ricciardello has served since 2020 (6 years), the 3-year TSR underperformance versus peers of 7.4pp is far below the 65pp trigger threshold, and she is a licensed CPA and former Chief Accounting Officer with strong financial expertise well-suited to her Audit Committee role, with no attendance, overboarding, or independence issues.
All three Class II nominees — Carter, Nicolais, and Ricciardello — pass all policy screens. EXP's 3-year TSR of +32.8% is strong positive and lags the peer group median by only 7.4pp, well below the 65pp underperformance threshold required to trigger a vote against any director. All nominees are independent, have appropriate experience, and the board discloses a skills matrix. Vote FOR all three.
Say on Pay
✓ FORCEO
Michael R. Haack
Total Comp
$10,031,035
Prior Support
98.9%%
The CEO received total compensation of approximately $10.0 million (fiscal 2025, per the pre-extracted database) and $10.3 million in fiscal 2026, which is consistent with a Materials sector CEO at a $6.7 billion market cap company. The pay program is well-structured: 89% of the CEO's target pay is performance-based or at risk, using meaningful long-term metrics including three-year average return on equity and an absolute total shareholder return modifier, with no easy-to-manipulate short-term EPS-only targets. The prior year say-on-pay vote received 98.9% support, the company maintains two robust clawback policies, and EXP's 3-year TSR of +32.8% lags peer median by only 7.4pp, which is well within acceptable alignment for above-benchmark incentive pay.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,920,500
Non-Audit Fees
$0
Ernst & Young charged $2,920,500 in audit fees for fiscal 2026 with zero non-audit fees, meaning the non-audit fee ratio is 0% — far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $6.7 billion market cap company. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material restatements are noted.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 3
Approval of Amendment to Our Certificate of Incorporation to Declassify the Board of Directors
Shareholders voted in favor of declassifying the board at the 2025 annual meeting, and the board is now bringing a formal charter amendment to implement that result — this is exactly the kind of responsive governance action shareholders should reward with support. Moving from a classified board (where directors serve staggered three-year terms) to annual elections gives shareholders a direct say on every director every year, which is a mainstream governance improvement. The phased transition approach through 2029 is reasonable and maintains board continuity while honoring the shareholder mandate.
Proposal 4
Approval of Amendment to Our Certificate of Incorporation to Create a Stockholder Right to Call Special Meetings
Currently, Eagle Materials shareholders have no ability to call a special meeting — that right belongs exclusively to the board and company officers. This amendment would give shareholders owning at least 25% of shares the ability to call a special meeting, which is a meaningful new right and a clear improvement over the current total lockout. The 25% threshold is the most common standard among S&P 500 companies that provide this right, striking a reasonable balance between accessibility and preventing frivolous meetings called by small minorities. Shareholders should support this pro-shareholder governance upgrade.
Overall Assessment
Eagle Materials' 2026 annual meeting ballot is straightforward and shareholder-friendly across all five proposals: three well-qualified Class II directors are standing for re-election with no TSR, overboarding, or governance concerns; the auditor ratification is clean with zero non-audit fees; the say-on-pay program is well-structured with nearly all CEO pay at risk and 98.9% prior-year support; and both charter amendment proposals (board declassification and a new stockholder right to call special meetings) represent genuine governance improvements that shareholders should support. The recommended vote is FOR on all proposals.
Compensation Peer Group
6 companies disclosed in 2026 proxy filing