David Rush
EAGLE MATERIALSAbout David Rush
David Rush, age 62, is an independent Class I director of Eagle Materials (EXP) appointed May 15, 2025; he serves on the Audit and Compensation Committees (appointed May 2025). He is the retired President & CEO of Builders FirstSource (BLDR) and currently serves on BLDR’s board; he holds a B.A. in Accounting from the University of North Carolina at Chapel Hill . The EXP board has determined he is independent; it considered his BLDR affiliation (a customer of EXP’s wallboard business) immaterial to independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Builders FirstSource | President & CEO | 2023–2024 | Led strategy and operations at Fortune 500 building products leader |
| Builders FirstSource | Interim CEO | 2022–2023 | Oversaw transition and continuity |
| Builders FirstSource | EVP, Strategic Management Office | 2022 | Corporate initiative prioritization and coordination |
| Builders FirstSource | EVP, Integration Management Office | 2021–2022 | Integration of acquired businesses |
| Builders FirstSource | SVP & Regional COO, East | 2018–2021 | Regional operations leadership |
| Builders FirstSource | SVP, Strategy & Business Development | 2017–2018 | Strategy and M&A support |
| Builders FirstSource | SVP, Integration | 2015–2017 | Post‑merger integration |
| Builders FirstSource | Area VP (SC/NC/TN) | 2003–2015 | Multi‑state P&L responsibility |
| Builders FirstSource | VP, Finance | 1999–2003 | Financial leadership roles |
| Bojangles, Inc. | Chief Financial Officer | 1998–1999 | Corporate finance leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Builders FirstSource (NYSE: BLDR) | Director | 2022–present | BLDR is a customer of EXP’s wallboard business; EXP Board deemed relationship immaterial to independence |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (both appointed May 2025) .
- Independence: Board determined Rush is independent; BLDR customer relationship not material; no material related-party ties disclosed for Rush .
- Attendance: In FY2025 the Board held 4 meetings; all incumbent directors attended at least 75% of Board and committee meetings; non-employee directors meet in executive session after all Board meetings .
- Committee activity (FY2025 meetings): Audit 7; Compensation 5; Governance 4; Executive 0 .
Fixed Compensation
| Component | Amount/Structure | Vesting/Terms |
|---|---|---|
| Standard non‑employee director package (Option 1) | Total $230,000: $105,000 cash fees + $125,000 equity grant | Restricted stock vests at earliest of 1‑year post‑grant, next annual meeting (≥50 weeks from prior), retirement under policy, disability, or death; options (10‑year term) same vesting triggers; exercise price = close on grant date |
| Standard non‑employee director package (Option 2) | All‑equity grant valued at $261,500 | Same vesting triggers as above |
| Committee Chair fees | Audit Chair $20,000; Compensation Chair $20,000; Governance Chair $20,000 (cash if Option 1 elected; equity with 30% premium if Option 2 elected) | As per selection |
| Board Chair additional fee | $125,000 (form matches package selection; 30% equity premium if Option 2) | As per selection |
| Rush pro‑rata cash for initial period | Pro rata cash at $230,000 annual rate for service from May 15, 2025 through July 31, 2025 | Cash retainer for the remainder of plan year |
Performance Compensation
| Equity Vehicle | Grant Value (Directors) | Vesting Schedule | Notes |
|---|---|---|---|
| Restricted Stock | $125,000 (Option 1 portion) or $261,500 (Option 2) | Earliest of: 1‑year post‑grant; next annual meeting (≥50 weeks from prior); retirement per policy; disability; death | Accrues cash dividends payable upon vesting (for August 2024 grants) |
| Stock Options | Portion of equity per director preference; 10‑year term; strike = grant‑date close | Same vesting triggers as above | Black‑Scholes used for sizing |
| RSUs (legacy outstanding) | Some directors hold unvested RSUs (e.g., Nicolais); accrue dividend equivalents; paid at service end or as approved | As specified in legacy terms |
Directors do not have performance‑metric (e.g., ROE/TSR)‑based equity; equity is time‑based with defined vesting triggers .
Other Directorships & Interlocks
| Company | Relationship to EXP | Interlock/Conflict Assessment |
|---|---|---|
| Builders FirstSource (BLDR) | Customer of EXP’s wallboard business | EXP Board determined the nature and amount of payments were not material and that Rush has no material interest; independence affirmed |
Expertise & Qualifications
- Former public company CEO and long‑tenured operator in building products; extensive operational finance and integration experience over a ~40‑year career .
- Current public company directorship at BLDR provides market, customer, and supply chain insights relevant to EXP’s cement and wallboard markets .
- Accounting background (B.A., UNC Chapel Hill) supports Audit and Compensation Committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David Rush | 2,000 | <1% | No director options/RSUs reported for Rush as of record date (June 6, 2025); anti‑hedging and anti‑pledging policy applies to directors |
| Directors & Officers (17) | 495,427 | 1.5% | Group total as of record date |
Policy highlights:
- No hedging/pledging or margin accounts for directors and employees .
- Stock ownership guidelines are overseen by the Compensation Committee for non‑employee directors; the committee recommends guidelines and monitors compliance (policy administration noted) .
Governance Assessment
- Appointment and committee placement: Rush joined both Audit and Compensation, signaling the Board’s intent to leverage his financial and operational integration expertise in oversight of financial reporting and executive pay .
- Independence with customer interlock: BLDR is a customer, but Board concluded no material relationship; continued monitoring advisable given potential information flow/interlock risk (Board’s independence determination mitigates near‑term concern) .
- Shareholder support and governance signals: Rush received 29,249,106 “For” vs 16,914 “Against” votes in 2025 director elections, a strong endorsement of his appointment . Stockholders also approved a declassification proposal (Board had recommended against), indicating rising shareholder preference for annual director accountability; say‑on‑pay also passed comfortably in 2025 and received 97.7% support in 2024, reflecting alignment on executive pay design .
- Attendance and engagement: Board held four meetings in FY2025; all incumbent directors attended ≥75% of their meetings; non‑employee directors meet in executive session after each Board meeting, supporting independent oversight .
RED FLAGS (monitor)
- Customer interlock: BLDR customer relationship remains a potential perceived conflict; Board has deemed it immaterial, but continued disclosure and quantification of payments help investor confidence .
- Classified board vs shareholder vote: Despite the Board’s opposition, shareholders supported declassification—watch for follow‑through on implementing annual elections (enhances accountability) .
Director Compensation (Program Context for FY2025)
| Item | Amount |
|---|---|
| Annual retainer structure (Option 1) | $105,000 cash + $125,000 equity (total $230,000) |
| Annual retainer structure (Option 2) | $261,500 all‑equity |
| Committee Chair fees | $20,000 (Audit, Compensation, Governance); form depends on package (30% equity premium if Option 2) |
| Board Chair fee | $125,000; form depends on package (30% equity premium if Option 2) |
| Rush pro‑rata initial cash | Pro‑rated at $230,000 annual rate for service May 15–July 31, 2025 |
Say‑on‑Pay & Shareholder Feedback (Signal)
- 2025 outcomes: Say‑on‑pay “For” 28,975,589; “Against” 284,947; “Abstain” 26,630; declassification “For” 26,991,998; “Against” 2,264,406; “Abstain” 30,762 .
- 2024 say‑on‑pay support: 97.7% “For,” reflecting strong investor endorsement of pay design .
Related‑Party / Conflicts Check
- No Item 404 related‑party transactions disclosed for Rush at appointment; Form 8‑K explicitly states no such interests and no family relationships with EXP directors or officers .
- Company‑wide related‑party note: separate tax consulting engagement with KPMG was disclosed due to CFO spouse employment; not related to Rush .
Committee Structure and Risk Oversight (Context)
- Audit Committee oversees quarterly risk reporting, including cybersecurity; Chair is audit committee financial expert; Rush serves as a member .
- Compensation Committee oversees incentive metrics, stock ownership guideline compliance, and pay risk; Rush serves as a member .
Voting Outcomes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect David Rush (Class I) | 29,249,106 | 16,914 | 21,146 | 1,589,778 |
| Say‑on‑Pay | 28,975,589 | 284,947 | 26,630 | 1,589,778 |
| Declassify Board (advisory) | 26,991,998 | 2,264,406 | 30,762 | 1,589,778 |
Overall, Rush brings deep channel/customer insight and integration discipline to EXP’s board with strong initial shareholder support. Monitor the BLDR interlock disclosure, committee contributions (Audit/Comp), and governance follow‑through on declassification.